Common use of Form of Note Clause in Contracts

Form of Note. FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amount. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreement, the Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Financial Statement Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Financial Officer/Treasurer] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower in his or her capacity as a Responsible Officer of the Borrower and not in his or her individual capacity, and that:

Form of Note. FOR VALUE RECEIVED(a) The form of Note is as follows: SOVEREIGN CREDIT FINANCE I, INC. NOTES DUE OCTOBER 15, 2000 $_______________ No._____________ Sovereign Credit Finance I, Inc., a corporation duly organized and existing under the undersigned laws of the State of Texas (herein referred to as the “Borrower”) "Company"), for value received, hereby promises to pay to _____________________________ or its registered assigns assigns, the principal sum of _____________________________ dollars, and to pay interest (computed on the “Lender”)basis of a 360-day year consisting of 12 months of 30 days each) on the unpaid portion of said principal sum outstanding from time to time from the date of issue, in accordance with the provisions of the Credit Agreement (as hereinafter defined), until the principal amount of each Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount this Note is paid in full, at the rate of eleven percent (11.0%) per annum, which interest shall be due and payable upon the 15th day of each calendar month (for such interest rates and at such times as provided in accruing through the Credit Agreement. Except as otherwise provided in Section 2.04(f) last day of the Credit Agreement prior calendar month) during the term of this Note commencing with the second calendar month following the calendar month in which this Note is issued (each a "Payment Date"). The principal sum hereof shall be due and payable in six equal consecutive monthly installments commencing on the Principal Repayment Commencement Date (as hereafter defined) and thereafter on every Payment Date, until October 15, 2000 (the "Stated Maturity"), at which time all then unpaid principal and accrued interest hereunder shall be due and payable. The Principal Repayment Commencement Date is May 15, 2000. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Company with respect to Swing Line Loans, all payments of principal and interest this Note shall be made applied first to interest due and payable on this Note as provided above and then to the Administrative Agent for the account unpaid principal of this Note. This Note represents a general obligation of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amountCompany. This Note is one of a duly authorized issue of Notes of the Company, designated as its Notes Due October 15, 2000 (herein called the "Notes"), all issued and to be issued under an Indenture dated as of ___________, 1996 (herein called the "Indenture"), between the Company and Sterling Trust Company (the "Trustee", which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes referred are, and are to be, authenticated and delivered. All capitalized terms used in this Note which are defined in the Credit Agreement, is entitled Indenture shall have the meanings assigned to them in the Indenture. Payment of the outstanding principal of and accrued interest on this Note at the Stated Maturity or of the Redemption Price payable on any Redemption Date as of which this Note has been called for redemption shall be made upon presentation of this Note to the benefits thereof Paying Agent appointed by the Company for such purpose. Payments of all installments of interest and principal due and payable on any Payment Date (other than the Stated Maturity) shall be made by check mailed to the Person whose name appears as the Holder of this Note on the Note Register as of the first day of the month in which such Payment Date occurs (the "Record Date") without requiring that this Note be submitted for notation of payment. Checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Indenture, at the office or agency in the United States of America designated by the Company for such purpose pursuant to the Indenture. If an Event of Default shall occur and be continuing with respect to the Notes, the Notes, and all principal and unpaid accrued interest, may be prepaid declared due and payable in the manner and with the effect provided in the Indenture. The Notes are redeemable, at any time, at the option of the Company on any Payment Date, in whole or in part part, at 100% of the unpaid principal amount thereof, together with accrued interest thereon; provided, however, that the Paying Agent shall be required to redeem the Notes at such time only to the extent that the Company has theretofore deposited with the Paying Agent money sufficient to effect such redemption. At least ten days prior to the Redemption Date, the Company is required to mail a notice of redemption to the registered owner of this Note specifying the Redemption Date, the Redemption Price, the name and address of the Paying Agent, that this Note must be delivered to the Paying Agent and that interest on this Note ceases to accrue on and after the Redemption Date. If provision is made for the redemption and payment of this Note in accordance with the Indenture, this Note shall thereupon cease to bear interest from and after the Redemption Date. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Company may charge a reasonable fee for the registration of such transfer, or for any change of address of a Holder (or of any other Person to whom the Holder directs that payments under this Note are to be made). Prior to the due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company with the consent of the Majority Holders. The Indenture also contains provisions permitting the Majority Holders, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions provided therein. This Note is also entitled to set forth in the benefits Indenture without the consent of Holders of the Guaranty and is secured by the CollateralNote issued thereunder. Upon the occurrence and continuation of one or more of the Events of Default specified The Notes are issuable only in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all registered form in denominations as provided in the Credit AgreementIndenture and subject to certain limitations therein set forth. Loans made The Notes are exchangeable for a like aggregate principal amount of a different authorized denomination, as requested by the Lender Holder surrendering same. The Company may charge a reasonable fee for such exchange. This Note and the Indenture shall be evidenced construed in accordance with, and governed by, the laws of the State of Texas applicable to agreements made and to be performed therein. The Indenture and this Note are hereby expressly limited so that in no contingency or event, whether by one reason of acceleration of the maturity of this Note or more loan accounts otherwise, shall the amount paid, or records maintained agreed to be paid by the Lender Company for the use, forbearance, or detention of the money loaned under this Note or otherwise or for the payment or performance of any covenant or obligation contained herein or the Indenture or in any other document evidencing, securing or pertaining hereto, exceed the ordinary course maximum amount permissible under applicable law, as now or as hereafter amended. If from any circumstances whatsoever fulfillment of business. The Lender may also attach schedules any provision hereof or any of such other documents, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then IPSO FACTO, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder of this Note shall ever receive interest or anything which might be deemed interest under applicable law which should exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal of this Note and endorse thereon not to the datepayment of interest, amount or if such excessive interest exceeds the unpaid balance of principal of this Note such excess shall be refunded to the Company. All sums paid or agreed to be paid to the Holder of this Note for the use, forbearance or detention of the indebtedness of the Company to the Holder of this Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and maturity spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness is uniform, or does not exceed the maximum rate permitted by applicable law as now or hereafter amended, throughout the term thereof. The terms and provisions of this paragraph shall control and supersede every other provision of this Note and the Indenture. The Company hereby waives, to the extent permitted by applicable law, all of its Loans and payments with respect theretorights or protections afforded by any applicable usury or interest limitation law. In accordance with Unless the Credit Agreementcertificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the BorrowerIndenture, or be valid or obligatory for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Financial Statement Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Financial Officer/Treasurer] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower in his or her capacity as a Responsible Officer of the Borrower and not in his or her individual capacity, and that:any purpose.

Form of Note. Lender: _______________ FOR VALUE RECEIVED, the undersigned Texas-New Mexico Power Company, a Texas corporation (the “Borrower”) ), hereby promises to pay to or its registered assigns the order of the Lender referenced above (the “Lender”), at the Administrative Agent's Office set forth in accordance with the provisions of the that certain Term Loan Credit Agreement (as hereinafter defined), the principal amount of each Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 3September 30, 2010 2011 (as amended, restatedmodified, extended, supplemented extended or otherwise modified in writing restated from time to time, the “Credit Agreement;” ”) among the terms defined therein being used herein as therein defined)Borrower, among XXXXXXX & XXXXXX INVESTMENT COMPANYthe Lenders party thereto (including the Lender) and JPMorgan Chase Bank, a Delaware corporationN.A., as Administrative Agent (the borrower thereunder “Administrative Agent”) (or, after the effectiveness of the Spinoff and the satisfaction of the or at such other terms and conditions therein relating to the substitution thereof, the New Borrower, place or places as the borrower thereunderholder of this Note may designate), the Lendersaggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, in lawful money and in immediately available funds, on the Administrative Agentdates and in the principal amounts provided in the Credit Agreement, the Swing Line Lender and each L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan from made by the Lender to the Borrower, at such office, in like money and funds, for the period commencing on the date of each such Loan until each such principal amount is Loan shall be paid in full, at such interest the rates per annum and at such times as on the dates provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amount. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof Agreement and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. evidences Loans made by the Lender to the Borrower thereunder. Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof. The Credit Agreement provides for the acceleration of the maturity of the Loans evidenced by this Note upon the occurrence of certain events (and for payment of collection costs in connection therewith) and for prepayments of Loans upon the terms and conditions specified therein. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorney fees. The date, amount, type, interest rate and duration of Interest Period (if applicable) of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or under this Note in respect of the Loans to be evidenced by one this Note, and each such recordation or more loan accounts or records maintained endorsement shall be prima facie evidence of such information, absent manifest error. Except as permitted by the Lender in the ordinary course Section 11.3(b) of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreement, this Note may not be assigned by the Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this NoteLender to any other Person. THIS NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Financial Statement Date: YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein definedBUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Financial Officer/Treasurer] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower in his or her capacity as a Responsible Officer of the Borrower and not in his or her individual capacity, and that:.

Form of Note. Date: November 26, 2018 FOR VALUE RECEIVED, the undersigned PNMR DEVELOPMENT AND MANAGEMENT CORPORATION, a New Mexico corporation (the “Borrower”) ), hereby promises to pay to or its registered assigns the order of the Lender referenced above (the “Lender”), at the Administrative Agent’s Office set forth in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Credit Agreement, Agreement dated as of May 3November 26, 2010 2018 (as amended, restatedmodified, extended, supplemented extended or otherwise modified in writing restated from time to time, the “Credit Agreement;” ”) among the terms defined therein being used herein as therein defined)Borrower, among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporationthe Lenders party thereto (including the Lender) and KeyBank National Association, as the borrower thereunder Administrative Agent (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereofin such capacity, the New Borrower, “Administrative Agent”) (or at such other place or places as the borrower thereunderholder of this Note may designate), the Lendersaggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, in lawful money and in immediately available funds, on the Administrative Agentdates and in the principal amounts provided in the Credit Agreement, the Swing Line Lender and each L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan from made by the Lender to the Borrower, at such office, in like money and funds, for the period commencing on the date of each such Loan until each such principal amount is Loan shall be paid in full, at such interest the rates per annum and at such times as on the dates provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amount. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof Agreement and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. evidences Loans made by the Lender to the Borrower thereunder. Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof. The Credit Agreement provides for the acceleration of the maturity of the Loans evidenced by this Note upon the occurrence of certain events (and for payment of collection costs in connection therewith) and for prepayments of Loans upon the terms and conditions specified therein. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorney fees. The date, amount, type, interest rate and duration of Interest Period (if applicable) of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or under this Note in respect of the Loans to be evidenced by one this Note, and each such recordation or more loan accounts or records maintained endorsement shall be prima facie evidence of such information, absent manifest error. Except as permitted by the Lender in the ordinary course Section 11.3(b) of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreement, this Note may not be assigned by the Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this NoteLender to any other Person. THIS NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Financial Statement Date: YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein definedBUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Financial Officer/Treasurer] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower in his or her capacity as a Responsible Officer of the Borrower and not in his or her individual capacity, and that:.

Form of Note. FOR VALUE RECEIVED, the undersigned (the “Borrower”) ), hereby promises to pay to or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Amended and Restated Credit Agreement, dated as of May September 3, 2010 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANYthe Borrower, a Delaware corporationthe Lenders from time to time party thereto, Bank of America, N.A., as the borrower thereunder (orAdministrative Agent and an L/C Issuer, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereofJPMorgan Chase Bank, the New BorrowerN.A., as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each an L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amountAgreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the CollateralGuaranties. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreement, the The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Bank of America/BJ’s Restaurants, Inc./Amended and Restated Credit Agreement (9-3-14.3) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKCALIFORNIA. XXXXXXX & XXXXXX INVESTMENT COMPANY4 BJ’S RESTAURANTS, INC., a California corporation By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Bank of America/BJ’s Restaurants, Inc./Amended and Restated Credit Agreement (9-3-14.3) Bank of America/BJ’s Restaurants, Inc./Amended and Restated Credit Agreement (9-3-14.3) Financial Statement Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of May September 3, 2010 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANYBJ’s Restaurants, Inc., a Delaware corporation, as California corporation (the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New “Borrower, as the borrower thereunder”), the LendersLenders from time to time party thereto, the Bank of America, N.A., as Administrative AgentAgent and an L/C Issuer, the Swing Line Lender and each JPMorgan Chase Bank, N.A., as an L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Financial Officer/Treasurer] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower in his or her capacity as a Responsible Officer of the Borrower and not in his or her individual capacityBorrower, and that:

Form of Note. FOR VALUE RECEIVED, the undersigned (the “Borrower”) ), hereby promises to pay to or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 3February 4, 2010 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANYthe Borrower, a Delaware corporationthe Lenders from time to time party thereto, and Bank of America, N.A., as the borrower thereunder (or, after the effectiveness of the Spinoff Administrative Agent and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Collateral Agent, the Swing Line Lender and each L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Officeoffice. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amountAgreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreement, the The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 By: Name: Title: 4 Update [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 Bank of America Plaza 000 X Xxxxx Xxxxxx Mail Code: NC1-002-15-36 Xxxxxxxxx, XX 00000-000 Attention: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 Re: Project Shark Loan Facility This Borrowing Notice is delivered to reflect you pursuant to Section 2.1(a)(iii) of the New Borrower post Spinoff. Financial Statement Date: Loan Agreement dated as of February 4, To: 2014, (as amended, modified or supplemented and in effect from time to time, the “Loan Agreement”) by and among Hammerhead Solar, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Collateral Agent, and as Administrative Agent Ladies (together with its successors and Gentlemen: Reference is made to that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified permitted assigns in writing from time to timesuch capacity, the “Credit Agreement;” the terms defined therein being used herein as therein definedAdministrative Agent”), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as pursuant to which the borrower thereunder (or, after Lenders have agreed to make Loans to the effectiveness Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, Loan Agreement. This Borrowing Notice constitutes a request for a Loan as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Financial Officer/Treasurer] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower in his or her capacity as a Responsible Officer of the Borrower and not in his or her individual capacity, and thatset forth below:

Form of Note. FOR VALUE RECEIVED, the undersigned (the “Borrower”) ), hereby promises to pay to or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan (as defined in the Credit Agreement) Accommodation from time to time made by the Lender to the Borrower under that certain Amended and Restated Credit Agreement, Agreement dated as of May 3June 14, 2010 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANYamong, a Delaware corporationinter alia, the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan Accommodation from the date of such Loan Accommodation until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in US Dollars in immediately available funds at the Administrative Agent’s Office, as provided for in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amountAgreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits benefit of the Guaranty all guarantees and is secured by the CollateralSecurity. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreement, the The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor dishonour and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE PROVINCE OF NEW YORKQUEBEC. XXXXXXX & XXXXXX INVESTMENT COMPANY4 By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Financial Statement Date: Quebec LOCATION OF BUSINESS Quebec LOCATION OF MINUTE BOOKS 000 Xx-Xxxxxxx Xx., To: Bank of America00xx Xxxxx Xxxxxxxx, N.A.Xxxxxx, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Financial Officer/Treasurer] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower in his or her capacity as a Responsible Officer of the Borrower and not in his or her individual capacity, and that:X0X 0X0 See attached

Form of Note. Lender: Date: November 26, 2018 FOR VALUE RECEIVED, the undersigned PNMR DEVELOPMENT AND MANAGEMENT CORPORATION, a New Mexico corporation (the “Borrower”) ), hereby promises to pay to or its registered assigns the order of the Lender referenced above (the “Lender”), at the Administrative Agent’s Office set forth in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Credit Agreement, Agreement dated as of May 3November 26, 2010 2018 (as amended, restatedmodified, extended, supplemented extended or otherwise modified in writing restated from time to time, the “Credit Agreement;” ”) among the terms defined therein being used herein as therein defined)Borrower, among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporationthe Lenders party thereto (including the Lender) and KeyBank National Association, as the borrower thereunder Administrative Agent (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereofin such capacity, the New Borrower, “Administrative Agent”) (or at such other place or places as the borrower thereunderholder of this Note may designate), the Lendersaggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, in lawful money and in immediately available funds, on the Administrative Agentdates and in the principal amounts provided in the Credit Agreement, the Swing Line Lender and each L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan from made by the Lender to the Borrower, at such office, in like money and funds, for the period commencing on the date of each such Loan until each such principal amount is Loan shall be paid in full, at such interest the rates per annum and at such times as on the dates provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amount. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof Agreement and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. evidences Loans made by the Lender to the Borrower thereunder. Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof. The Credit Agreement provides for the acceleration of the maturity of the Loans evidenced by this Note upon the occurrence of certain events (and for payment of collection costs in connection therewith) and for prepayments of Loans upon the terms and conditions specified therein. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorney fees. The date, amount, type, interest rate and duration of Interest Period (if applicable) of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or under this Note in respect of the Loans to be evidenced by one this Note, and each such recordation or more loan accounts or records maintained endorsement shall be prima facie evidence of such information, absent manifest error. Except as permitted by the Lender in the ordinary course Section 11.3(b) of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreement, this Note may not be assigned by the Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this NoteLender to any other Person. THIS NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Financial Statement Date: YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein definedBUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Financial Officer/Treasurer] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower in his or her capacity as a Responsible Officer of the Borrower and not in his or her individual capacity, and that:.

Form of Note. FOR VALUE RECEIVED, the undersigned (the “Borrower”) ), hereby promises to pay to _______________________ or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each the Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 3February 8, 2010 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANYthe Borrower, a Delaware corporationXxxxx Xxxxxxxx Corporation, the Lenders from time to time party thereto, and Bank of America, N.A., as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each the Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amountAgreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the CollateralGuaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans The Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreement, the The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKCALIFORNIA. XXXXXXX & XXXXXX INVESTMENT COMPANY4 XXXXX XXXXXXXX OFFICE PRODUCTS COMPANY By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Financial Statement Date: , _____________ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of May 3February 8, 2010 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT XXXXX XXXXXXXX OFFICE PRODUCTS COMPANY, a Delaware Nevada corporation, as the borrower thereunder XXXXX XXXXXXXX CORPORATION, a Delaware corporation (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder“Holdings”), the LendersLenders from time to time party thereto, the and BANK OF AMERICA, N.A., as Administrative Agent. I, the Swing Line Lender and each L/C Issuer. The undersigned Responsible Officer ____________, hereby certifies as of the date hereof certify that he/she is the [Chief Financial Officer/Treasurer] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower in his or her capacity as I am a Responsible Designated Officer of Holdings holding the Borrower and not in his or her individual capacity, office set forth below my signature and that:

Form of Note. FOR VALUE RECEIVED2012 Inland Real Estate Corporation, a corporation organized under the undersigned laws of the State of Maryland (the “Borrower”) hereby ), promises to pay to or its registered assigns the order of (the “Lender”), in accordance with ) the provisions of the Credit Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Loan (as defined in the Credit Agreement) from time to time all Loans made by the Lender to the Borrower under that certain Credit Agreement, dated as pursuant to Article II of May 3, 2010 the Second Amended and Restated Term Loan Agreement (as amended, restated, extended, supplemented the same may be amended or otherwise modified in writing from time to timemodified, the “Credit Agreement;” ”) hereinafter referred to, in immediately available funds at the terms defined therein being used herein as therein defined)main office of KeyBank National Association in Cleveland, among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporationOhio, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The Borrower promises to pay together with interest on the unpaid principal amount of each Loan from hereof at the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in on the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate dates set forth in the Credit Agreement for Agreement. The Borrower shall pay remaining unpaid principal of and accrued and unpaid interest on the Loans in full on the Maturity Date or such unpaid amountearlier date as may be required under the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note amends and restates in its entirety that certain [Amended and Restated] Note dated as of June 24, 2010 made by Borrower in favor of Lender. This Note is one of the Notes referred to in the Credit Agreementissued pursuant to, and is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreementof, the Borrower, for itself, its successors Second Amended and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Financial Statement Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Restated Term Loan Agreement, dated as of May 3August , 2010 (2012 among the Borrower, KeyBank National Association, individually and as amendedAdministrative Agent, restatedand the other Lenders named therein, extendedto which Agreement, supplemented or otherwise modified in writing as it may be amended from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANY, reference is hereby made for a Delaware corporation, as the borrower thereunder (or, after the effectiveness statement of the Spinoff and the satisfaction of the other terms and conditions therein relating governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the substitution thereof, Agreement. If there is a Default under the New Borrower, as Agreement or any other Loan Document and Agent exercises the borrower thereunder), remedies provided under the Agreement and/or any of the Loan Documents for the Lenders, then in addition to all amounts recoverable by the Administrative AgentAgent and the Lenders under such documents, Agent and the Lenders shall be entitled to receive reasonable attorneys fees and expenses incurred by Agent and the Lenders in connection with the exercise of such remedies. Borrower and all endorsers severally waive presentment, protest and demand, notice of protest, demand and of dishonor and nonpayment of this Note, and any and all lack of diligence or delays in collection or enforcement of this Note, and expressly agree that this Note, or any payment hereunder, may be extended from time to time, and expressly consent to the release of any party liable for the obligation secured by this Note, the Swing Line Lender and each L/C Issuer. The undersigned Responsible Officer hereby certifies as release of any of the date hereof that he/she is security for this Note, the [Chief Financial Officer/Treasurer] acceptance of any other security therefor, or any other indulgence or forbearance whatsoever, all without notice to any party and without affecting the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower in his or her capacity as a Responsible Officer liability of the Borrower and not in his or her individual capacityany endorsers hereof. This Note shall be governed and construed under the internal laws of the State of Illinois. INLAND REAL ESTATE CORPORATION, and that:a Maryland corporation By: Print Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF INLAND REAL ESTATE CORPORATION, DATED , 2012

Form of Note. FOR VALUE RECEIVED(a) The form of Note is as follows: SOVEREIGN CREDIT FINANCE II, INC. NOTES DUE FEBRUARY 15, 2002 $ No. --------------- ------------- Sovereign Credit Finance II, Inc., a corporation duly organized and existing under the undersigned laws of the State of Texas (herein referred to as the “Borrower”) "Company"), for value received, hereby promises to pay to _____________________________ or its registered assigns assigns, the principal sum of _____________________________ dollars, and to pay interest (computed on the “Lender”)basis of a 360-day year consisting of 12 months of 30 days each) on the unpaid portion of said principal sum outstanding from time to time from the date of issue, in accordance with the provisions of the Credit Agreement (as hereinafter defined), until the principal amount of each Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount this Note is paid in full, at the rate of eleven percent (11.0%) per annum, which interest shall be due and payable upon the 15th day of each calendar month (for such interest rates and at such times as provided in accruing through the Credit Agreement. Except as otherwise provided in Section 2.04(f) last day of the Credit Agreement prior calendar month) during the term of this Note commencing with the second calendar month following the calendar month in which this Note is issued (each a "Payment Date"). The principal sum hereof shall be due and payable on February 15, 2002 (the "Stated Maturity"), at which time all then unpaid principal and accrued interest hereunder shall be due and payable. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Company with respect to Swing Line Loans, all payments of principal and interest this Note shall be made applied first to interest due and payable on this Note as provided above and then to the Administrative Agent for the account unpaid principal of this Note. This Note represents a general obligation of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amountCompany. This Note is one of a duly authorized issue of Notes of the Company, designated as its Notes Due February 15, 2002 (herein called the "Notes"), all issued and to be issued under an Indenture dated as of January 31, 1998 (herein called the "Indenture"), between the Company and Sterling Trust Company (the "Trustee", which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes referred are, and are to be, authenticated and delivered. All capitalized terms used in this Note which are defined in the Credit Agreement, is entitled Indenture shall have the meanings assigned to them in the Indenture. Payment of the outstanding principal of and accrued interest on this Note at the Stated Maturity or of the Redemption Price payable on any Redemption Date as of which this Note has been called for redemption shall be made upon presentation of this Note to the benefits thereof Paying Agent appointed by the Company for such purpose. Payments of all installments of interest due and payable on any Payment Date (other than the Stated Maturity) shall be made by check mailed to the Person whose name appears as the Holder of this Note on the Note Register as of the first day of the month in which such Payment Date occurs (the "Record Date") without requiring that this Note be submitted for notation of payment. Checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Indenture, at the office or agency in the United States of America designated by the Company for such purpose pursuant to the Indenture. If an Event of Default shall occur and be continuing with respect to the Notes, the Notes, and all principal and unpaid accrued interest, may be prepaid declared due and payable in the manner and with the effect provided in the Indenture. The Notes are redeemable, at any time, at the option of the Company on any Payment Date, in whole or in part part, at 100% of the unpaid principal amount thereof, together with accrued interest thereon; provided, however, that the Paying Agent shall be required to redeem the Notes at such time only to the extent that the Company has theretofore deposited with the Paying Agent money sufficient to effect such redemption. At least ten days prior to the Redemption Date, the Company is required to mail a notice of redemption to the registered owner of this Note specifying the Redemption Date, the Redemption Price, the name and address of the Paying Agent, that this Note must be delivered to the Paying Agent and that interest on this Note ceases to accrue on and after the Redemption Date. If provision is made for the redemption and payment of this Note in accordance with the Indenture, this Note shall thereupon cease to bear interest from and after the Redemption Date. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Company may charge a reasonable fee for the registration of such transfer, or for any change of address of a Holder (or of any other Person to whom the Holder directs that payments under this Note are to be made). Prior to the due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company with the consent of the Majority Holders. The Indenture also contains provisions permitting the Majority Holders, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions provided therein. This Note is also entitled to set forth in the benefits Indenture without the consent of Holders of the Guaranty and is secured by the CollateralNote issued thereunder. Upon the occurrence and continuation of one or more of the Events of Default specified The Notes are issuable only in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all registered form in denominations as provided in the Credit AgreementIndenture and subject to certain limitations therein set forth. Loans made The Notes are exchangeable for a like aggregate principal amount of a different authorized denomination, as requested by the Lender Holder surrendering same. The Company may charge a reasonable fee for such exchange. This Note and the Indenture shall be evidenced construed in accordance with, and governed by, the laws of the State of Texas applicable to agreements made and to be performed therein. The Indenture and this Note are hereby expressly limited so that in no contingency or event, whether by one reason of acceleration of the maturity of this Note or more loan accounts otherwise, shall the amount paid, or records maintained agreed to be paid by the Lender Company for the use, forbearance, or detention of the money loaned under this Note or otherwise or for the payment or performance of any covenant or obligation contained herein or the Indenture or in any other document evidencing, securing or pertaining hereto, exceed the ordinary course maximum amount permissible under applicable law, as now or as hereafter amended. If from any circumstances whatsoever fulfillment of business. The Lender may also attach schedules any provision hereof or any of such other documents, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then IPSO FACTO, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder of this Note shall ever receive interest or anything which might be deemed interest under applicable law which should exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal of this Note and endorse thereon not to the datepayment of interest, amount or if such excessive interest exceeds the unpaid balance of principal of this Note such excess shall be refunded to the Company. All sums paid or agreed to be paid to the Holder of this Note for the use, forbearance or detention of the indebtedness of the Company to the Holder of this Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and maturity spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness is uniform, or does not exceed the maximum rate permitted by applicable law as now or hereafter amended, throughout the term thereof. The terms and provisions of this paragraph shall control and supersede every other provision of this Note and the Indenture. The Company hereby waives, to the extent permitted by applicable law, all of its Loans and payments with respect theretorights or protections afforded by any applicable usury or interest limitation law. In accordance with Unless the Credit Agreementcertificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the BorrowerIndenture, or be valid or obligatory for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Financial Statement Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Financial Officer/Treasurer] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower in his or her capacity as a Responsible Officer of the Borrower and not in his or her individual capacity, and that:any purpose.

Form of Note. FOR VALUE RECEIVED, the undersigned (the “Borrower”) ), hereby promises to pay to or its permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Term Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under pursuant to that certain Credit Agreement, Agreement dated as of May 3November 22, 2010 (as amended, restatedmodified, extendedsupplemented, supplemented or otherwise modified in writing extended and restated from time to time, the “Credit Agreement;” ”) among the terms defined therein being used herein as therein defined)Borrower, among XXXXXXX & XXXXXX INVESTMENT COMPANYthe Guarantors, a Delaware corporationthe Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent (the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the “Administrative Agent, ”). Capitalized terms used but not otherwise defined herein have the Swing Line Lender and each L/C Issuermeanings provided in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each Term Loan from the date of such Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amountAgreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans The Term Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans the Term Loan and payments with respect thereto. In accordance with , as described in the Credit Agreement, the . The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment nonpayment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 OPTIONSXPRESS HOLDINGS, INC., a Delaware corporation By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Financial Statement Date: , 201__ To: Bank of America, N.A., as Administrative Agent Ladies and GentlemenRe: Reference is made to that certain Credit Agreement, Agreement dated as of May 3November 22, 2010 (as amended, restatedmodified, extendedsupplemented, supplemented extended or otherwise modified in writing restated from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined)”) among optionsXpress Holdings, among XXXXXXX & XXXXXX INVESTMENT COMPANYInc., a Delaware corporation, as corporation (the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New “Borrower, as the borrower thereunder”), the LendersGuarantors, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (the “Administrative Agent, ”). Capitalized terms used but not otherwise defined herein have the Swing Line Lender meanings provided in the Credit Agreement. Ladies and each L/C Issuer. Gentlemen: The undersigned Responsible Officer hereby certifies as of the date hereof that [he/she she] is the [Chief Financial Officer/Treasurer] of the Borrower, and that, in [his/her] capacity as suchsuch and not in an individual capacity, [he/she she] is authorized to execute and deliver this Compliance Certificate to the Administrative Agent and the Lenders, on behalf of the Borrower in his or her capacity Borrower, as a Responsible Officer of follows: [Use following paragraph 1 for the Borrower and not in his or her individual capacity, and that:fiscal year-end financial statements:]

Form of Note. FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amount. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreement, the Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Financial Statement Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of May 3October 27, 2010 2009 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” ”; the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANYCalifornia Water Service Company, a Delaware corporation, as California corporation (the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New “Borrower, as the borrower thereunder”), the LendersLenders from time to time party thereto, the and Bank of America, N.A., as Administrative Agent, the Swing Line Lender and each L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Financial Officer/Treasurer] _________________________1 of the Borrowereach Loan Party, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower in his or her capacity as a Responsible Officer of the Borrower and not in his or her individual capacityBorrower, and that: 1. The Borrower has delivered (i) the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of Holdco ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section and (ii) the year-end unaudited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of Holdco ended as of the above date and such unaudited financial statements are fairly stated in all materials respects.. 1. The Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of Holdco ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of Holdco and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Loan Parties during the accounting period covered by such financial statements. 1 This Certificate should be from the chief executive officer, chief financial officer, treasurer or controller of each Loan Party.

Form of Note. FOR VALUE RECEIVED, the undersigned (the “Borrower”) ), hereby promises to pay to _____________________ or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each the Term Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Credit Agreement, Agreement dated as of May 3October 31, 2010 2011 (as amended, restated, extendedmodified, supplemented or otherwise modified in writing extended from time to time, the “Credit Agreement;” ”) among the terms defined therein being used herein as therein defined)Borrower, among XXXXXXX & XXXXXX INVESTMENT COMPANYthe Guarantors, a Delaware corporationthe Lenders from time to time party thereto, Bank of America, N.A., as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent and Mizuho Corporate Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Xxxxx Fargo Bank, National Association, as Co-Documentation Agents. Capitalized terms used but not otherwise defined herein have the Swing Line Lender and each L/C Issuermeanings provided in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amountAgreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreement, the The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment nonpayment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 a Delaware corporation By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Name Title Financial Statement Date: __________, 201_ To: Bank of America, N.A., as Administrative Agent Ladies and GentlemenRe: Reference is made to that certain Credit Agreement, Agreement dated as of May 3October 31, 2010 2011 (as amended, restated, extendedmodified, supplemented or otherwise modified in writing extended from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), ”) among XXXXXXX & XXXXXX INVESTMENT COMPANYJoy Global Inc., a Delaware corporation, as corporation (the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New “Borrower, as the borrower thereunder”), the LendersGuarantors, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent and Mizuho Corporate Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Xxxxx Fargo Bank, National Association, as Co-Documentation Agents. Capitalized terms used but not otherwise defined herein have the Swing Line Lender meanings provided in the Credit Agreement. Ladies and each L/C Issuer. Gentlemen: The undersigned Responsible Officer hereby certifies as of the date hereof that [he/she she] is the [Chief Financial Officer/Treasurer] _______________ of the Borrower, and that, in [his/her] capacity as such, [he/she she] is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower in his or her capacity as a Responsible Officer of the Borrower and not in his or her individual capacityBorrower, and that:: [Use following paragraph 1 for fiscal year-end financial statements:]

Form of Note. FOR VALUE RECEIVED, the undersigned (the “Borrower”) ), hereby promises to pay to or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 3February 4, 2010 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANYthe Borrower, a Delaware corporationthe Lenders from time to time party thereto, and Bank of America, N.A., as the borrower thereunder (or, after the effectiveness of the Spinoff Administrative Agent and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Collateral Agent, the Swing Line Lender and each L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Officeoffice. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amountAgreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreement, the The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 By: Name: Title: 4 Update to reflect [***] Confidential treatment has been requested for the New Borrower post Spinoffbracketed portions. Financial Statement The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Date: 1 Bank of America, ToN.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Bank of America Plaza 000 X Xxxxx Xxxxxx Mail Code: NC1-002-15-36 Xxxxxxxxx, XX 00000-000 Attention: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Re: Project Shark Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of February 4, 2014, (as amended, modified or supplemented and in effect from time to time, the “Loan Agreement”) by and among Hammerhead Solar, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Collateral Agent, and as Administrative Agent Ladies (together with its successors and Gentlemen: Reference is made to that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified permitted assigns in writing from time to timesuch capacity, the “Credit Agreement;” the terms defined therein being used herein as therein definedAdministrative Agent”), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as pursuant to which the borrower thereunder (or, after Lenders have agreed to make Loans to the effectiveness Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, Loan Agreement. This Borrowing Notice constitutes a request for a Loan as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Financial Officer/Treasurer] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower in his or her capacity as a Responsible Officer of the Borrower and not in his or her individual capacity, and thatset forth below:

Form of Note. Lender: _______________ FOR VALUE RECEIVED, the undersigned Texas-New Mexico Power Company, a Texas corporation (the “Borrower”) ), hereby promises to pay to or its registered assigns the order of the Lender referenced above (the “Lender”), at the Administrative Agent’s Office set forth in accordance with the provisions of the that certain Amended and Restated Credit Agreement (as hereinafter defined), the principal amount of each Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 3December 16, 2010 (as amended, restatedmodified, extended, supplemented extended or otherwise modified in writing restated from time to time, the “Credit Agreement;” ”) among the terms defined therein being used herein as therein defined)Borrower, among XXXXXXX & XXXXXX INVESTMENT COMPANYthe Lenders party thereto (including the Lender) and JPMorgan Chase Bank, a Delaware corporationN.A., as Administrative Agent (the borrower thereunder “Administrative Agent”) (or, after the effectiveness of the Spinoff and the satisfaction of the or at such other terms and conditions therein relating to the substitution thereof, the New Borrower, place or places as the borrower thereunderholder of this Note may designate), the Lendersaggregate unpaid principal amount of the Revolving Loans made by the Lender to the Borrower under the Credit Agreement, in lawful money and in immediately available funds, on the Administrative Agentdates and in the principal amounts provided in the Credit Agreement, the Swing Line Lender and each L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan from made by the Lender to the Borrower, at such office, in like money and funds, for the period commencing on the date of each such Revolving Loan until each such principal amount is Revolving Loan shall be paid in full, at such interest the rates per annum and at such times as on the dates provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amount. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof Agreement and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. evidences Revolving Loans made by the Lender to the Borrower thereunder. Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof. The Credit Agreement provides for the acceleration of the maturity of the Revolving Loans evidenced by this Note upon the occurrence of certain events (and for payment of collection costs in connection therewith) and for prepayments of Revolving Loans upon the terms and conditions specified therein. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorney fees. The date, amount, type, interest rate and duration of Interest Period (if applicable) of each Revolving Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or under this Note in respect of the Revolving Loans to be evidenced by one this Note, and each such recordation or more loan accounts or records maintained endorsement shall be prima facie evidence of such information, absent manifest error. Except as permitted by the Lender in the ordinary course Section 11.3(b) of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreement, this Note may not be assigned by the Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this NoteLender to any other Person. THIS NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Financial Statement Date: YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein definedBUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Financial Officer/Treasurer] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower in his or her capacity as a Responsible Officer of the Borrower and not in his or her individual capacity, and that:.

Form of Note. Lender: _______________ FOR VALUE RECEIVED, the undersigned Texas-New Mexico Power Company, a Texas corporation (the “Borrower”) ), hereby promises to pay to or its registered assigns the order of the Lender referenced above (the “Lender”), at the Administrative Agent’s Office set forth in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Credit Agreement, Agreement dated as of May 315, 2010 2008 (as amended, restatedmodified, extended, supplemented extended or otherwise modified in writing restated from time to time, the “Credit Agreement;” ”) among the terms defined therein being used herein as therein defined)Borrower, among XXXXXXX & XXXXXX INVESTMENT COMPANYthe Lenders party thereto (including the Lender) and JPMorgan Chase Bank, a Delaware corporationN.A., as Administrative Agent (the borrower thereunder “Administrative Agent”) (or, after the effectiveness of the Spinoff and the satisfaction of the or at such other terms and conditions therein relating to the substitution thereof, the New Borrower, place or places as the borrower thereunderholder of this Note may designate), the Lendersaggregate unpaid principal amount of the Revolving Loans made by the Lender to the Borrower under the Credit Agreement, in lawful money and in immediately available funds, on the Administrative Agentdates and in the principal amounts provided in the Credit Agreement, the Swing Line Lender and each L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan from made by the Lender to the Borrower, at such office, in like money and funds, for the period commencing on the date of each such Revolving Loan until each such principal amount is Revolving Loan shall be paid in full, at such interest the rates per annum and at such times as on the dates provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amount. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof Agreement and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. evidences Revolving Loans made by the Lender to the Borrower thereunder. Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof. The Credit Agreement provides for the acceleration of the maturity of the Revolving Loans evidenced by this Note upon the occurrence of certain events (and for payment of collection costs in connection therewith) and for prepayments of Revolving Loans upon the terms and conditions specified therein. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorney fees. The date, amount, type, interest rate and duration of Interest Period (if applicable) of each Revolving Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or under this Note in respect of the Revolving Loans to be evidenced by one this Note, and each such recordation or more loan accounts or records maintained endorsement shall be prima facie evidence of such information, absent manifest error. Except as permitted by the Lender in the ordinary course Section 11.3(b) of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreement, this Note may not be assigned by the Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this NoteLender to any other Person. THIS NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Financial Statement Date: YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein definedBUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Financial Officer/Treasurer] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower in his or her capacity as a Responsible Officer of the Borrower and not in his or her individual capacity, and that:.

Form of Note. FOR VALUE RECEIVED, the undersigned (the “Borrower”) ), hereby promises to pay to _____________________ or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each the Term Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Credit Agreement, Agreement dated as of May 3June [ ], 2010 2011 (as amended, restated, extendedmodified, supplemented or otherwise modified in writing extended from time to time, the “Credit Agreement;” ”) among the terms defined therein being used herein as therein defined)Borrower, among XXXXXXX & XXXXXX INVESTMENT COMPANYthe Guarantors, a Delaware corporationthe Lenders from time to time party thereto, Bank of America, N.A., as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent and Mizuho Corporate Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Xxxxx Fargo Bank, National Association, as Co-Documentation Agents. Capitalized terms used but not otherwise defined herein have the Swing Line Lender and each L/C Issuermeanings provided in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amountAgreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreement, the The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment nonpayment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 JOY GLOBAL INC., a Delaware corporation By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Name Title Financial Statement Date: , 201_ To: Bank of America, N.A., as Administrative Agent Ladies and GentlemenRe: Reference is made to that certain Credit Agreement, Agreement dated as of May 3June [ ], 2010 2011 (as amended, restated, extendedmodified, supplemented or otherwise modified in writing extended from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), ”) among XXXXXXX & XXXXXX INVESTMENT COMPANYJoy Global Inc., a Delaware corporation, as corporation (the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New “Borrower, as the borrower thereunder”), the LendersGuarantors, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent and Mizuho Corporate Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Xxxxx Fargo Bank, National Association, as Co-Documentation Agents. Capitalized terms used but not otherwise defined herein have the Swing Line Lender meanings provided in the Credit Agreement. Ladies and each L/C Issuer. Gentlemen: The undersigned Responsible Officer hereby certifies as of the date hereof that [he/she she] is the [Chief Financial Officer/Treasurer] _______________ of the Borrower, and that, in [his/her] capacity as such, [he/she she] is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower in his or her capacity as a Responsible Officer of the Borrower and not in his or her individual capacityBorrower, and that:: [Use following paragraph 1 for fiscal year-end financial statements:]

Form of Note. FOR VALUE RECEIVED(a) The form of Note is as follows: SOVEREIGN CREDIT FINANCE II, INC. NOTES DUE FEBRUARY 15, 2002 $_______________ No._____________ Sovereign Credit Finance II, Inc., a corporation duly organized and existing under the undersigned laws of the State of Texas (herein referred to as the “Borrower”) "Company"), for value received, hereby promises to pay to ____________________ or its registered assigns assigns, the principal sum of __________________________ dollars, and to pay interest (computed on the “Lender”)basis of a 360-day year consisting of 12 months of 30 days each) on the unpaid portion of said principal sum outstanding from time to time from the date of issue, in accordance with the provisions of the Credit Agreement (as hereinafter defined), until the principal amount of each Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount this Note is paid in full, at the rate of eleven percent (11.0%) per annum, which interest shall be due and payable upon the 15th day of each calendar month (for such interest rates and at such times as provided in accruing through the Credit Agreement. Except as otherwise provided in Section 2.04(f) last day of the Credit Agreement prior calendar month) during the term of this Note commencing with the second calendar month following the calendar month in which this Note is issued (each a "Payment Date"). The principal sum hereof shall be due and payable on February 15, 2002 (the "Stated Maturity"), at which time all then unpaid principal and accrued interest hereunder shall be due and payable. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Company with respect to Swing Line Loans, all payments of principal and interest this Note shall be made applied first to interest due and payable on this Note as provided above and then to the Administrative Agent for the account unpaid principal of this Note. This Note represents a general obligation of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amountCompany. This Note is one of a duly authorized issue of Notes of the Company, designated as its Notes Due February 15, 2002 (herein called the "Notes"), all issued and to be issued under an Indenture dated as of March 3, 1998 (herein called the "Indenture"), between the Company and Sterling Trust Company (the "Trustee", which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes referred are, and are to be, authenticated and delivered. All capitalized terms used in this Note which are defined in the Credit Agreement, is entitled Indenture shall have the meanings assigned to them in the Indenture. Payment of the outstanding principal of and accrued interest on this Note at the Stated Maturity or of the Redemption Price payable on any Redemption Date as of which this Note has been called for redemption shall be made upon presentation of this Note to the benefits thereof Paying Agent appointed by the Company for such purpose. Payments of all installments of interest due and payable on any Payment Date (other than the Stated Maturity) shall be made by check mailed to the Person whose name appears as the Holder of this Note on the Note Register as of the first day of the month in which such Payment Date occurs (the "Record Date") without requiring that this Note be submitted for notation of payment. Checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Indenture, at the office or agency in the United States of America designated by the Company for such purpose pursuant to the Indenture. If an Event of Default shall occur and be continuing with respect to the Notes, the Notes, and all principal and unpaid accrued interest, may be prepaid declared due and payable in the manner and with the effect provided in the Indenture. The Notes are redeemable, at any time, at the option of the Company on any Payment Date, in whole or in part part, at 100% of the unpaid principal amount thereof, together with accrued interest thereon; provided, however, that the Paying Agent shall be required to redeem the Notes at such time only to the extent that the Company has theretofore deposited with the Paying Agent money sufficient to effect such redemption. At least ten days prior to the Redemption Date, the Company is required to mail a notice of redemption to the registered owner of this Note specifying the Redemption Date, the Redemption Price, the name and address of the Paying Agent, that this Note must be delivered to the Paying Agent and that interest on this Note ceases to accrue on and after the Redemption Date. If provision is made for the redemption and payment of this Note in accordance with the Indenture, this Note shall thereupon cease to bear interest from and after the Redemption Date. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Company may charge a reasonable fee for the registration of such transfer, or for any change of address of a Holder (or of any other Person to whom the Holder directs that payments under this Note are to be made). Prior to the due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company with the consent of the Majority Holders. The Indenture also contains provisions permitting the Majority Holders, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions provided therein. This Note is also entitled to set forth in the benefits Indenture without the consent of Holders of the Guaranty and is secured by the CollateralNote issued thereunder. Upon the occurrence and continuation of one or more of the Events of Default specified The Notes are issuable only in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all registered form in denominations as provided in the Credit AgreementIndenture and subject to certain limitations therein set forth. Loans made The Notes are exchangeable for a like aggregate principal amount of a different authorized denomination, as requested by the Lender Holder surrendering same. The Company may charge a reasonable fee for such exchange. This Note and the Indenture shall be evidenced construed in accordance with, and governed by, the laws of the State of Texas applicable to agreements made and to be performed therein. The Indenture and this Note are hereby expressly limited so that in no contingency or event, whether by one reason of acceleration of the maturity of this Note or more loan accounts otherwise, shall the amount paid, or records maintained agreed to be paid by the Lender Company for the use, forbearance, or detention of the money loaned under this Note or otherwise or for the payment or performance of any covenant or obligation contained herein or the Indenture or in any other document evidencing, securing or pertaining hereto, exceed the ordinary course maximum amount permissible under applicable law, as now or as hereafter amended. If from any circumstances whatsoever fulfillment of business. The Lender may also attach schedules any provision hereof or any of such other documents, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then IPSO FACTO, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder of this Note shall ever receive interest or anything which might be deemed interest under applicable law which should exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal of this Note and endorse thereon not to the datepayment of interest, amount or if such excessive interest exceeds the unpaid balance of principal of this Note such excess shall be refunded to the Company. All sums paid or agreed to be paid to the Holder of this Note for the use, forbearance or detention of the indebtedness of the Company to the Holder of this Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and maturity spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness is uniform, or does not exceed the maximum rate permitted by applicable law as now or hereafter amended, throughout the term thereof. The terms and provisions of this paragraph shall control and supersede every other provision of this Note and the Indenture. The Company hereby waives, to the extent permitted by applicable law, all of its Loans and payments with respect theretorights or protections afforded by any applicable usury or interest limitation law. In accordance with Unless the Credit Agreementcertificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the BorrowerIndenture, or be valid or obligatory for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Financial Statement Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Financial Officer/Treasurer] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower in his or her capacity as a Responsible Officer of the Borrower and not in his or her individual capacity, and that:any purpose.

Form of Note. FOR VALUE RECEIVED, the undersigned (the “Borrower”) ), hereby promises to pay to _____________________ or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Credit Agreement, Agreement dated as of May 3December 1, 2010 (as amended, restated, extendedmodified, supplemented or otherwise modified in writing extended from time to time, the “Credit Agreement;” ”) among the terms defined therein being used herein as therein defined)Borrower, among XXXXXXX & XXXXXX INVESTMENT COMPANYthe Guarantors, a Delaware corporationthe Lenders from time to time party thereto and Bank of America, N.A., as the borrower thereunder (or, after the effectiveness of the Spinoff Administrative Agent and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amountAgreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreement, the The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment nonpayment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership By: Retail Opportunity Investments GP, LLC, a Delaware limited liability company, its general partner By: ________________________________ Name: Title: 4 Update to reflect the New Borrower post Spinoff. Financial Statement Date: __________, 201__ To: Bank of America, N.A., as Administrative Agent Ladies and GentlemenRe: Reference is made to that certain Credit Agreement, Agreement dated as of May 3December 1, 2010 (as amended, restated, extendedmodified, supplemented or otherwise modified in writing extended from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined)”) among Retail Opportunity Investments Partnership, among XXXXXXX & XXXXXX INVESTMENT COMPANYLP, a Delaware corporation, as limited partnership (the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New “Borrower, as the borrower thereunder”), the LendersGuarantors, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, the Swing Line Lender Agent and each L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer hereby certifies as of the date hereof that [he/she she] is the [Chief Financial Officer/Treasurer] _______________ of the Borrower, and that, in [his/her] capacity as such, [he/she she] is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower in his or her capacity as a Responsible Officer of the Borrower and not in his or her individual capacityBorrower, and that:: [Use following paragraph 1 for the fiscal year-end financial statements:]

Form of Note. Lender: _______________ FOR VALUE RECEIVED, the undersigned Texas-New Mexico Power Company, a Texas corporation (the “Borrower”) ), hereby promises to pay to or its registered assigns the order of the Lender referenced above (the “Lender”), at the Administrative Agent’s Office set forth in accordance with the provisions of the that certain Term Loan Credit Agreement (as hereinafter defined), the principal amount of each Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 3October 31, 2010 2008 (as amended, restatedmodified, extended, supplemented extended or otherwise modified in writing restated from time to time, the “Credit Agreement;” ”) among the terms defined therein being used herein as therein defined)Borrower, among XXXXXXX & XXXXXX INVESTMENT COMPANYthe Lenders party thereto (including the Lender) and Union Bank of California, a Delaware corporationN.A., as Administrative Agent (the borrower thereunder “Administrative Agent”) (or, after the effectiveness of the Spinoff and the satisfaction of the or at such other terms and conditions therein relating to the substitution thereof, the New Borrower, place or places as the borrower thereunderholder of this Note may designate), the Lendersaggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, in lawful money and in immediately available funds, on the Administrative Agentdates and in the principal amounts provided in the Credit Agreement, the Swing Line Lender and each L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan from made by the Lender to the Borrower, at such office, in like money and funds, for the period commencing on the date of each such Loan until each such principal amount is Loan shall be paid in full, at such interest the rates per annum and at such times as on the dates provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amount. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof Agreement and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. evidences Loans made by the Lender to the Borrower thereunder. Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof. The Credit Agreement provides for the acceleration of the maturity of the Loans evidenced by this Note upon the occurrence of certain events (and for payment of collection costs in connection therewith) and for prepayments of Loans upon the terms and conditions specified therein. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorney fees. The date, amount, type, interest rate and duration of Interest Period (if applicable) of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or under this Note in respect of the Loans to be evidenced by one this Note, and each such recordation or more loan accounts or records maintained endorsement shall be prima facie evidence of such information, absent manifest error. Except as permitted by the Lender in the ordinary course Section 11.3(b) of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreement, this Note may not be assigned by the Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this NoteLender to any other Person. THIS NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Financial Statement Date: YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein definedBUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Financial Officer/Treasurer] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower in his or her capacity as a Responsible Officer of the Borrower and not in his or her individual capacity, and that:.

Form of Note. FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to _____________________ or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Third Amended and Restated Revolving Credit Agreement, dated as of May 3April 26, 2010 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANYthe Borrower, a Delaware corporationthe Lenders from time to time party thereto, and Bank of America, N.A., as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Fronting Bank and Swing Line Lender and each L/C IssuerLender. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amountAgreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreement, the The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Financial Statement Date: , To: Bank of America, N.A.N.A. $ 34,000,000 17.00 % Domestic Lending Office: 0000 Xxxxxxx Xxxx CA4-702-02-05 Concord, CA 94520 Tel: (000) 000-0000 Fax: (000) 000-0000 Attention: Xxx Xxxxx Same as Administrative Agent Ladies and Gentlemenabove. Fronting Bank Address: Reference is made to that certain Credit AgreementSame as above. JPMorgan Chase Bank, dated N.A. $ 28,000,000 14.00 % Domestic Lending Office: 000 Xxxx Xxx., 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxxxx, Underwriter Same as of May 3above. Xxxxx Fargo Bank, 2010 (N.A. $ 26,500,000 13.25 % Domestic Lending Office: 0000 Xxxxxxxxxx Xx. Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxx, Vice President Same as amendedabove. U.S. Bank National Association $ 26,500,000 13.25 % Domestic Lending Office: 000 XX Xxx Xxxxxx Xxxxxxxx, restatedXX 00000 Attention: Xxxxx Xxxxxxxxxx Same as above. HSBC Bank USA, extendedNational Association $ 26,500,000 13.25 % Domestic Lending Office: 000 Xxxxx Xxxxxx Xxx Xxxx, supplemented or otherwise modified in writing from time to timeXX 00000 Attention: Xxxxx X. Xxxxx, the “Credit Agreement;” the terms defined therein being used herein Vice President Same as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuerabove. The undersigned Responsible Officer hereby certifies Northern Trust Company $ 25,000,000 12.50 % Domestic Lending Office: 00 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxxx Same as of the date hereof that he/she is the [Chief Financial Officer/Treasurer] of the Borrowerabove. RBS Citizens, and thatN.A. $ 18,500,000 9.25 % Domestic Lending Office: 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxx Same as suchabove. Intesa Sanpaolo S.p.A. — New York Branch $ 15,000,000 7.50 % Domestic Lending Office: 0 Xxxxxxx Xxxxxx New York, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower in his or her capacity NY 10004 Attention: Xxxx Xxxxxx, Vice President Same as a Responsible Officer of the Borrower and not in his or her individual capacity, and that:above.

Form of Note. FOR VALUE RECEIVED(a) The form of Note is as follows: SOVEREIGN CREDIT FINANCE II, INC. NOTES DUE FEBRUARY 15, 2002 $ No. --------------- ------------- Sovereign Credit Finance II, Inc., a corporation duly organized and existing under the undersigned laws of the State of Texas (herein referred to as the “Borrower”) "Company"), for value received, hereby promises to pay to _____________________ or its registered assigns assigns, the principal sum of _____________________ dollars, and to pay interest (computed on the “Lender”)basis of a 360-day year consisting of 12 months of 30 days each) on the unpaid portion of said principal sum outstanding from time to time from the date of issue, in accordance with the provisions of the Credit Agreement (as hereinafter defined), until the principal amount of each Loan (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount this Note is paid in full, at the rate of eleven percent (11.0%) per annum, which interest shall be due and payable upon the 15th day of each calendar month (for such interest rates and at such times as provided in accruing through the Credit Agreement. Except as otherwise provided in Section 2.04(f) last day of the Credit Agreement prior calendar month) during the term of this Note commencing with the second calendar month following the calendar month in which this Note is issued (each a "Payment Date"). The principal sum hereof shall be due and payable on February 15, 2002 (the "Stated Maturity"), at which time all then unpaid principal and accrued interest hereunder shall be due and payable. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Company with respect to Swing Line Loans, all payments of principal and interest this Note shall be made applied first to interest due and payable on this Note as provided above and then to the Administrative Agent for the account unpaid principal of this Note. This Note represents a general obligation of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amountCompany. This Note is one of a duly authorized issue of Notes of the Company, designated as its Notes Due February 15, 2002 (herein called the "Notes"), all issued and to be issued under an Indenture dated as of _______, 1998 (herein called the "Indenture"), between the Company and Sterling Trust Company (the "Trustee", which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes referred are, and are to be, authenticated and delivered. All capitalized terms used in this Note which are defined in the Credit Agreement, is entitled Indenture shall have the meanings assigned to them in the Indenture. Payment of the outstanding principal of and accrued interest on this Note at the Stated Maturity or of the Redemption Price payable on any Redemption Date as of which this Note has been called for redemption shall be made upon presentation of this Note to the benefits thereof Paying Agent appointed by the Company for such purpose. Payments of all installments of interest due and payable on any Payment Date (other than the Stated Maturity) shall be made by check mailed to the Person whose name appears as the Holder of this Note on the Note Register as of the first day of the month in which such Payment Date occurs (the "Record Date") without requiring that this Note be submitted for notation of payment. Checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Indenture, at the office or agency in the United States of America designated by the Company for such purpose pursuant to the Indenture. If an Event of Default shall occur and be continuing with respect to the Notes, the Notes, and all principal and unpaid accrued interest, may be prepaid declared due and payable in the manner and with the effect provided in the Indenture. The Notes are redeemable, at any time, at the option of the Company on any Payment Date, in whole or in part part, at 100% of the unpaid principal amount thereof, together with accrued interest thereon; provided, however, that the Paying Agent shall be required to redeem the Notes at such time only to the extent that the Company has theretofore deposited with the Paying Agent money sufficient to effect such redemption. At least ten days prior to the Redemption Date, the Company is required to mail a notice of redemption to the registered owner of this Note specifying the Redemption Date, the Redemption Price, the name and address of the Paying Agent, that this Note must be delivered to the Paying Agent and that interest on this Note ceases to accrue on and after the Redemption Date. If provision is made for the redemption and payment of this Note in accordance with the Indenture, this Note shall thereupon cease to bear interest from and after the Redemption Date. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Company may charge a reasonable fee for the registration of such transfer, or for any change of address of a Holder (or of any other Person to whom the Holder directs that payments under this Note are to be made). Prior to the due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company with the consent of the Majority Holders. The Indenture also contains provisions permitting the Majority Holders, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions provided therein. This Note is also entitled to set forth in the benefits Indenture without the consent of Holders of the Guaranty and is secured by the CollateralNote issued thereunder. Upon the occurrence and continuation of one or more of the Events of Default specified The Notes are issuable only in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all registered form in denominations as provided in the Credit AgreementIndenture and subject to certain limitations therein set forth. Loans made The Notes are exchangeable for a like aggregate principal amount of a different authorized denomination, as requested by the Lender Holder surrendering same. The Company may charge a reasonable fee for such exchange. This Note and the Indenture shall be evidenced construed in accordance with, and governed by, the laws of the State of Texas applicable to agreements made and to be performed therein. The Indenture and this Note are hereby expressly limited so that in no contingency or event, whether by one reason of acceleration of the maturity of this Note or more loan accounts otherwise, shall the amount paid, or records maintained agreed to be paid by the Lender Company for the use, forbearance, or detention of the money loaned under this Note or otherwise or for the payment or performance of any covenant or obligation contained herein or the Indenture or in any other document evidencing, securing or pertaining hereto, exceed the ordinary course maximum amount permissible under applicable law, as now or as hereafter amended. If from any circumstances whatsoever fulfillment of business. The Lender may also attach schedules any provision hereof or any of such other documents, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then IPSO FACTO, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder of this Note shall ever receive interest or anything which might be deemed interest under applicable law which should exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal of this Note and endorse thereon not to the datepayment of interest, amount or if such excessive interest exceeds the unpaid balance of principal of this Note such excess shall be refunded to the Company. All sums paid or agreed to be paid to the Holder of this Note for the use, forbearance or detention of the indebtedness of the Company to the Holder of this Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and maturity spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness is uniform, or does not exceed the maximum rate permitted by applicable law as now or hereafter amended, throughout the term thereof. The terms and provisions of this paragraph shall control and supersede every other provision of this Note and the Indenture. The Company hereby waives, to the extent permitted by applicable law, all of its Loans and payments with respect theretorights or protections afforded by any applicable usury or interest limitation law. In accordance with Unless the Credit Agreementcertificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the BorrowerIndenture, or be valid or obligatory for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Financial Statement Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Financial Officer/Treasurer] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower in his or her capacity as a Responsible Officer of the Borrower and not in his or her individual capacity, and that:any purpose.

Form of Note. FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises This Note is given subject to pay to or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined)Agreement, which, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional prepayment of the principal amount hereof prior to the maturity hereof and for the amendment or waiver of each certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is entitled to the benefit of the Credit Agreement and is guaranteed as provided therein and in the other Loan Documents (as defined in the Credit Agreement) from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 3, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amount. This Note is one shall be governed by, and construed in accordance with, the laws of the Notes referred to in the Credit AgreementState of New York. PALL CORPORATION, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreement, the Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 By: By ------------------------------------- Name: Title: 4 Update to reflect the New Borrower post Spinoff. LOANS AND PAYMENTS Date Amount Maturity Principal Interest Unpaid Name of Person and Type of Date Principal Making Notation Loan Balance of Note EXHIBIT F FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: :_______ __, 20__ To: Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of May 3July [ ], 2010 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit "Agreement;” " the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANYPall Corporation, a Delaware corporation, as New York corporation (the borrower thereunder (or, after the effectiveness of the Spinoff and the satisfaction of the other terms and conditions therein relating to the substitution thereof, the New "Borrower, as the borrower thereunder"), the LendersLenders from time to time party thereto and JPMorgan Chase Bank, the N.A., as Administrative Agent, the Swing Line Lender Issuing Bank and each L/C IssuerSwingline Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Financial Officer/Treasurer] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower in his or her capacity Borrower, and that: [Use following paragraph 1 for Fiscal Year-end financial statements] 1. Attached hereto as a Responsible Officer Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the Fiscal Year of the Borrower ended as of the above date, together with the report and not in his or her individual capacity, and that:opinion of an independent certified public accountant required by such section. [Use following paragraph 1 for fiscal quarter-end financial statements]

Form of Note. FOR VALUE RECEIVED, the undersigned [BORROWER NAME] (the “Borrower”) hereby promises HEREBY PROMISES TO PAY to pay to or its registered assigns ________________________ (the “Lender”), in accordance with ) the provisions of the Credit Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Loan (as defined in the Credit Agreement) from time to time all Loans made by the Lender to the Borrower under that certain pursuant to the Credit Agreement, dated as of May 3, 2010 Agreement referred to below (as amended, restated, extended, supplemented or otherwise modified shown in writing from time to time, the “Credit Agreement;” records of the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX INVESTMENT COMPANY, a Delaware corporation, as the borrower thereunder (Lender or, after at the effectiveness of Xxxxxx’s option, on the Spinoff schedule attached hereto and the satisfaction of the other terms and conditions therein relating to the substitution any continuation thereof, the New Borrower, as the borrower thereunder), the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The Borrower further promises to pay interest on the unpaid principal amount of each Loan evidenced hereby from the date of such Loan until such principal amount Loan is paid in full, payable at such interest the rates and at such the times as provided set forth in the Credit AgreementAgreement referred to below. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swing Line LoansAgreement, all payments of both principal and interest shall be made payable to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amount. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. In accordance with the Credit Agreement, the Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. XXXXXXX & XXXXXX INVESTMENT COMPANY4 By: Name: Title: 4 Update to reflect the New Borrower post Spinoff. Financial Statement Date: , To: Bank of America, N.A., as Administrative Agent Ladies administrative agent (in such capacity, the “Agent”), on behalf of the Lender, in the currency in which such Loan was denominated and Gentlemen: Reference in Same Day Funds at the Agent’s Payment Office for such currency. This Note is made a Note referred to in, and is entitled to the benefits of, that certain Second Amended and Restated Credit Agreement dated as of April 3, 2018 among [the Borrower] [Oshkosh Corporation, a Wisconsin corporation (the “Company”)], certain [other] subsidiaries of [the Borrower] [the Company] from time to time party thereto pursuant to Section 2.19 of the Credit Agreement, dated the lenders from time to time party thereto (including the Lender), Bank of America, N.A., as of May 3Agent, 2010 an Issuer, and a Swing Line Lender, JPMorgan Chase Bank, N.A., as an Issuer, Xxxxx Fargo Bank, National Association, as an Issuer, and U.S. Bank National Association, as an Issuer and a Swing Line Lender (as amended, restated, extended, modified or supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined”), and the other Loan Documents. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. The Credit Agreement, among XXXXXXX & XXXXXX INVESTMENT COMPANYother things, a Delaware corporation, as the borrower thereunder (or, after the effectiveness contains provisions for acceleration of the Spinoff maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the satisfaction of maturity hereof upon the other terms and conditions therein relating specified. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF ILLINOIS (WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF); PROVIDED THAT THE BORROWERS, THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. Except as otherwise provided in the Credit Agreement, the Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. [BORROWER] By: Name: Title: To Bank of America, N.A., as Agent [Date] Ladies and Gentlemen: Reference is made to the substitution thereofSecond Amended and Restated Credit Agreement dated as of April 3, 2018 among Oshkosh Corporation, a Wisconsin corporation (the “Company”), certain subsidiaries of the Company from time to time party thereto pursuant to Section 2.19 of the Credit Agreement, the New Borrowerlenders from time to time party thereto (collectively, the “Lenders”), Bank of America, N.A., as administrative agent for the borrower thereunderLenders (in such capacity, the “Agent”), the Lendersan Issuer, the Administrative Agentand a Swing Line Lender, the JPMorgan Chase Bank, N.A., as an Issuer, Xxxxx Fargo Bank, National Association, as an Issuer, and U.S. Bank National Association, as an Issuer and a Swing Line Lender and each L/C Issuer(as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. The undersigned Responsible Officer hereby certifies as of undersigned, _____________ (the “Subsidiary”), a _____________ [entity], wishes to become a Subsidiary Borrower under the Credit Agreement, and accordingly the Subsidiary agrees that (a) from the date hereof that he/she is it shall be a “Subsidiary Borrower” under the [Chief Financial Officer/Treasurer] Credit Agreement, and (b) from the date hereof and until the payment in full of the Borrower, principal of and that, as such, he/she is authorized interest on all Loans made to execute it under the Credit Agreement and deliver this Compliance Certificate to the Administrative Agent on behalf performance of the Borrower all of its other obligations thereunder in his or her its capacity as a Responsible Officer Subsidiary Borrower (other than contingent indemnification or similar obligations not yet due and payable), and termination hereunder of its status as a Subsidiary Borrower as provided below, it shall perform, comply with and be bound by each of the provisions of the Credit Agreement and the other Loan Documents which are stated to apply to a Borrower or a Subsidiary Borrower. Without limiting the generality of the foregoing, the Subsidiary affirms the jurisdictional and not other provisions of Sections 11.14 and 11.15 of the Credit Agreement and acknowledges that it has heretofore received a true and correct copy of the Credit Agreement (including any modifications thereof or supplements or waivers thereto) as in his or her individual capacityeffect on the date hereof. In addition, the Subsidiary authorizes the Company to act on its behalf as and to the extent provided for in Article II of the Credit Agreement in connection with the selection of Types and Interest Periods for Loans and with the issuance of Letters of Credit, and that:the conversion and continuation of Loans. So long as the principal of and interest on all Loans made to the Subsidiary under the Credit Agreement shall have been paid in full and all other obligations of the Subsidiary in its capacity as a Subsidiary Borrower (other than contingent indemnification or similar obligations not yet due and payable) shall have been fully performed, the Subsidiary may, upon not less than five Business Days’ prior written notice to the Agent (which shall promptly notify the Lenders thereof), terminate its status as a Subsidiary Borrower. The Subsidiary makes and confirms all representations and warranties applicable to it contained in Article VI of the Credit Agreement. The notice information for the Subsidiary for purposes of all notices and other communications under the Credit Agreement and the other Loan Documents is the notice information designated for the Company on Schedule 11.02 of the Credit Agreement (as such notice information may be updated in accordance with Section 11.02 of the Credit Agreement).