Common use of General Provisions Clause in Contracts

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of Texas. To each of the Banks as defined in the Credit Agreement herein described and to Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaKey Bank, N.A.National Association, as Administrative Agent 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Xx. Xxxxxxxxxxx Xxxx RE: MVP Real Estate Holdings, LLC, MVP REIT II Operating Partnership, LP, and certain of their Subsidiaries Compliance Certificate for _________________________ through __________________________ Dear Ladies and Gentlemen: This opinion Compliance Certificate is furnished made with reference to you pursuant to § 3(a)(iv) of the Second Amendment to that certain Credit Agreement dated as of September 13[___], 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior from time to time, the "Credit Agreement"), among MVP Real Estate Holdings, LLC, MVP REIT II Operating Partnership, LP, and certain of their Subsidiaries, as borrowers (collectively, the "Borrower"), the financial institutions party thereto, as lenders, and KeyBank, National Association, as Administrative Agent. All capitalized terms used in this Compliance Certificate (including any attachments hereto) and not otherwise defined in this Compliance Certificate shall have the meanings set forth for such terms in the Credit Agreement. All Section references herein shall refer to the Credit Agreement. I hereby certify that I am the Chief Financial Officer of MVP Real Estate Holdings, LLC and MVP REIT II Operating Partnership, LP, and that I make this Certificate on behalf of the Borrower. I further represent and certify on behalf of the Borrower as follows as of the date of this Compliance Certificate: 1. Pursuant to the Credit Agreement, the Credit Parties are furnishing to you herewith (or have most recently furnished to you) the consolidated financial statements of each Parent for the most recently available [fiscal quarter][fiscal year] (the "Reporting Period"). Such financial statements have been prepared in accordance with GAAP and present fairly the consolidated financial position in all material respects of each Parent and its Subsidiaries at the date thereof and the results of its operations for the periods covered thereby. 2. I have reviewed the terms of the Loan Documents and have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the Borrower and its Subsidiaries, during the Reporting Period covered by the financial reports delivered simultaneous herewith pursuant to Section 5.01[(a)][(b)], and that such review has not disclosed the existence during or at the end of such Reporting Period (and that I do not have knowledge of the existence as at the date hereof) of any condition or event which constitutes a Default or Event of Default. (Note: If the signer does have knowledge of any Default or Event of Default, the “Existing Credit Agreement”)form of certificate should be revised to specify the Default or Event of Default, pursuant the nature thereof and the actions taken, being taken or proposed to which the Existing Banks have made available to be taken by the Borrower a revolving credit facility (with respect thereto.) 3. Neither the Existing Credit Agreement as so amended by the AmendmentBorrower, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined hereinGuarantor or any Subsidiary thereof has defaulted under any recourse Indebtedness under which it is obligated.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaFinancial Statement Date:_____________, To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: This opinion Reference is furnished made to you pursuant to § 3(a)(iv) of the Second Amendment to that certain Amended and Restated Credit Agreement Agreement, dated as of September 1311, 2016 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “AmendmentAgreement”) ; the capitalized terms defined therein being used herein as therein defined), among (i) Xxxxxxx International, Inc.Tupperware Brands Corporation, a Delaware corporation, as borrower corporation (the “Borrower”), (ii) Xxxxxxx Restaurant CorporationTupperware International Holdings B.V., a Delaware corporation private limited liability company organized under the laws of the Netherlands (the “Xxxxxxx RestaurantSubsidiary Borrower”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”)the Lenders from time to time party thereto, and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the Banks fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower 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 (in financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements. 3. A review of the activities of the Borrower during such capacityfiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and [to the best knowledge of the undersigned during such fiscal period, the “Administrative Agent”) which amends Borrower performed and observed each covenant and condition of the Borrower’s Credit Agreement dated as Loan Documents applicable to it, and no Default has occurred and is continuing.] [the following covenants or conditions have not been performed or observed and the following is a list of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.each such Default and its nature and status:]

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of TexasNew York. To each of the Banks Citibank, N.A. as defined in Administrative Agent under the Credit Agreement herein described and referred to Bank of Americabelow 0000 Xxxxx Xxxx, N.A.Building #2 New Castle, as Administrative Agent Ladies and GentlemenDelaware 19720 Attention: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13Xxxxxxx Xxxxxx 000 Xxxx Xxxxxx, 2016 (the “Amendment”) among (i) Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: Xxxxxxx InternationalXxxxxx , Inc., a Delaware corporation, as borrower 20 Re: MPLX OPERATIONS LLC (the “Borrower”)) Reference is made to the Revolving Credit Agreement, (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12September 14, 2015 2012 (as amended, supplemented or otherwise modified prior from time to the date hereoftime, the “Existing Credit Agreement”), among the Borrower, MPLX LP, a Delaware limited partnership, as Parent Guarantor, the Lenders parties thereto and Citibank, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement. The Borrower hereby gives you notice, irrevocably, pursuant to which Section 2.03 of the Existing Banks Credit Agreement that the Borrower hereby requests a Borrowing of Revolving Loans under the Credit Agreement and, in that connection, sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.03 of the Credit Agreement: (a) the aggregate principal amount of the Proposed Borrowing is $ ;1 (b) the date of the Proposed Borrowing is , 20 (the “Funding Date”);2 (c) the Proposed Borrowing is [an ABR Revolving Borrowing] [a Eurodollar Revolving Borrowing]; (d) [such Eurodollar Revolving Borrowing shall have made available an initial Interest Period of [one] [two] [three] [six] month[s];] and (e) the funds of the Proposed Borrowing are to be disbursed to [Account Name and Number]. 3 1 For any Eurodollar Revolving Borrowing, such Proposed Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. For an ABR Revolving Borrowing, such Proposed Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000, except as permitted by Section 2.02(c) of the Credit Agreement. 2 Such Funding Date must be a Business Day. The undersigned hereby certifies as follows: (a) the representations and warranties of the Loan Parties set forth in the Credit Agreement (other than, if the Funding Date is after the Closing Date, representations and warranties in Section 3.04(c), Section 3.05, Section 3.06(a), Section 3.12(a), Section 3.13, Section 3.14 and Section 3.15 of the Credit Agreement) and the other Loan Documents are true and correct in all material respects on and as of the Funding Date, except to the Borrower a revolving credit facility extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the Funding Date such representations and warranties continue to be true and correct in all material respects as of such specified earlier date; provided that in each case, such materiality qualifier is not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (b) at the time of and immediately after giving effect to the Proposed Borrowing on the Funding Date, no Default has occurred and is continuing. By: Name: Title: 3 In the case of an ABR Revolving Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) of the Credit Agreement, identify the Issuing Bank that has made such LC Disbursement. Citibank, N.A. as Administrative Agent under the Credit Agreement referred to below 0000 Xxxxx Xxxx, Building #2 New Castle, Delaware 19720 Attention: Xxxxxxx Xxxxxx 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: Xxxxxxx Xxxxxx , 20 Re: MPLX OPERATIONS LLC (the Existing “Borrower”) Reference is made to the Revolving Credit Agreement Agreement, dated as so amended by the Amendmentof September 14, 2012 (as amended, supplemented or otherwise modified from time to time, the “Amended Credit Agreement”), among the Borrower, MPLX LP, a Delaware limited partnership, as Parent Guarantor, the Lenders parties thereto and Citibank, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Amended Credit Agreement. The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.07 of the Credit Agreement that it elects to [continue the Borrowing listed below, or a portion thereof as described below] [convert the Borrowing listed below, or a portion thereof as described below, to a different Type], and in that connection sets forth below the terms on which such [conversion] [continuation] is to be made. The applicable Borrowing is a Borrowing of $ in principal amount of presently outstanding Revolving Loans that are [ABR Loans] [Eurodollar Loans having an Interest Period ending on , 20 ]. a. The amount of the Borrowing to which this Interest Election Request applies:1 b. The effective date of the election (which is a Business Day): c. Type of Borrowing following [conversion] [continuation]: [ABR Revolving Borrowing] [Eurodollar Revolving Borrowing] 1 If different options are being elected with respect to different portions of such Borrowing, specify the portions thereof to be allocated to each resulting Borrowing and specify the information requested in clauses (b), (c) and (d) for each resulting Borrowing. d. Interest Period and the last day thereof:2 [one] [two] [three] [six] month[s] By: Name: Title: 2 For Eurodollar Revolving Borrowings only. Shall be subject to the definition of “Interest Period” in the Credit Agreement. Lender: [NAME OF LENDER] New York, New York [ ], 20[ ] FOR VALUE RECEIVED, the undersigned, MPLX OPERATIONS LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of the Lender set forth above (the “Lender”) the principal amount equal to the Commitment of such Lender to make Revolving Loans under the Credit Agreement, or such lesser amount as shall equal the aggregate unpaid principal amount of all Revolving Loans (as defined in the Credit Agreement referred to below) of the Lender to the Borrower, payable at such times, and in such amounts, as are specified in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan from the date such Revolving Loan is made until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest payable to the Lender under this Note shall be payable in dollars (as defined in the Credit Agreement referred to below) to the Administrative Agent to such account as it may specify from time to time pursuant to the Credit Agreement, in immediately available funds. This Note is issued pursuant to, governed by and is entitled to the benefits of, the Revolving Credit Agreement, dated as of September 14, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, MPLX LP, a Delaware limited partnership, as Parent Guarantor, the Lenders parties thereto and Citibank, N.A., as Administrative Agent. Capitalized terms used herein and not defined herein are used herein with as defined in the same meaning unless otherwise defined hereinCredit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions therein specified. Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Borrower. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of TexasNew York. EXHIBIT D-1A April 12, 2012 To each the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the Banks date hereof among Delos Aircraft Inc. as defined in Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Credit Agreement herein described and to Lenders party thereto, Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Collateral Agent for the Banks (in such capacity, the “Administrative Collateral Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the Amended Credit Agreement FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the same meaning unless otherwise defined hereinexecution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of Texas. To each New York without reference to its conflict of laws other than Section 5-1401 of the Banks as defined in New York General Obligations Law. [***] 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. Exhibit B-7 Exhibits to TLA Credit Agreement herein described See attached. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and to filed separately with the Securities and Exchange Commission. ACCOUNT PARTY: Sunrun Aurora Portfolio 2014-A, LLC 000 Xxxxxx Xx., 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attn: General Counsel BENEFICIARY: OneWest Bank N.A. as Collateral Agent 0000 Xxxxxxxx Xxx., Xxxxx 000 Xxxxx Xxxxxx, XX 00000 Attn: Xxxxxxx Xxxx / Xxxxxxx Xxxxx Dear Beneficiary: At the request of Americaand for the account of Sunrun Aurora Portfolio 2014-A, N.A.LLC, as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you a Delaware limited liability company (“Account Party”), we, KeyBank National Association (“KeyBank”), hereby establish in your favor, pursuant to § 3(a)(iv) of the Second Amendment to that certain Credit Agreement Agreement, dated as of September 13December 31, 2016 2014 (as amended, restated, amended and restated, or otherwise modified, supplemented or replaced, the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “BorrowerCredit Agreement”), by and among the Account Party, the financial institutions from time to time party thereto as lenders (ii) Xxxxxxx Restaurant Corporationcollectively, a Delaware corporation (the “Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx FloridaLenders”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Investec Bank of America, N.A.plc, as Administrative Agent for the Banks Lenders (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”), our Irrevocable Transferable Standby Letter of Credit No. [ ] (this “Letter of Credit”) which amends the Borrower’s Credit Agreement dated as of March 12whereby, 2015 (as amended, supplemented or otherwise modified prior subject to the date terms and conditions contained herein, you are hereby irrevocably authorized to draw on KeyBank National Association, by your draft or drafts at sight, up to an aggregate amount not to exceed the Dollar amount for the relevant time period set forth on Schedule 1 hereto, which amount shall not exceed $7,900,000.00 (Seven Million Nine Hundred Thousand and 00/100 United States Dollars) (such amount, as it may be reduced in accordance with the terms hereof, the “Existing Stated Amount”). This Letter of Credit Agreementshall be effective immediately and shall expire on the Expiration Date (as hereinafter defined). Partial drawings on this Letter of Credit are permitted up to the Stated Amount available for drawing for the relevant period as set forth on Schedule 1, attached hereto. The Stated Amount available for drawing under this Letter of Credit shall be immediately reduced by the amount of any paid drawing hereunder. You may draw upon this Letter of Credit at any time on or prior to the Expiration Date by presenting (a) a sight draft in the form of Exhibit A (a “Sight Draft”), pursuant to which appropriately completed and executed by your authorized officer and (b) a certificate in the Existing Banks have made available to the Borrower form of Exhibit B (a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit AgreementCertificate”), appropriately completed and executed by your authorized officer. Capitalized [***] 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. Presentation of any Sight Draft and Certificate shall be made at our office located at KeyBank National Association, Standby Letter of Credit Services, Mail Code: OH-01-49-1003, 0000 Xxxxxxxx Xxxx, Cleveland, Ohio 44144-2302. We hereby agree with you that any Sight Draft and Certificate drawn under and in compliance with the terms defined of this Letter of Credit shall be duly honored by us upon delivery, if presented on or before our close of business on the Expiration Date at our office specified above. Provided that a compliant drawing is presented by 12:00 p.m., Eastern Standard time, on any Business Day, payment shall be made to you of the amount specified in the Amended Credit Agreement are used herein with applicable Sight Draft, not to exceed the same meaning unless otherwise defined hereinStated Amount, in immediately available funds, not later than 11:00 a.m., Eastern Standard time, on the second following Business Day. A compliant drawing presented after 12:00 p.m, Eastern Standard time on any Business Day, will be paid on the third following Business Day.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each To: JPMorgan Chase Bank, N.A., As Administrative Agent Loan and Services Group, 0xx Xxxxx 000 Xxxxxx Xxxx Xxxxxx, XX0X 0XX Xxxxxx Xxxxxxx and The Lenders set forth on Schedule A hereto Ladies and Gentlemen: We have acted as special New York legal counsel to Xxxx Xxxxx Xxxxxx Corporation, a Delaware corporation (the “Corporation”), Acqui Polo C.V., a partnership organized under the laws of the Banks as defined Netherlands (“Acqui”), Xxxx Xxxxx Lauren Kabushiki Kaisha, a corporation organized under the laws of Japan (“PRLKK”), and Xxxx Xxxxx Xxxxxx Asia Pacific Limited, a corporation organized under the laws of Hong Kong (“PRLAPL”), and together with Acqui and PRLKK, the “Subsidiary Borrowers”) and the entities set forth on Schedule B hereto (the “Subsidiary Guarantors,” and together with the Corporation, the “U.S. Loan Parties”), in connection with the Credit Agreement herein described Agreement, dated as of March 10, 2011, (the “Credit Agreement”) among the Corporation, the Subsidiary Borrowers, the Lenders party thereto and to Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent Ladies (the “Administrative Agent”), and Gentlemen: the Guarantee Agreement, dated as of March 10, 2011 (the “Guarantee Agreement”) executed by each of the Subsidiary Guarantors in favor of the Administrative Agent. This opinion is furnished being delivered to you pursuant to § 3(a)(ivSection 4.01(d) of the Second Amendment to Credit Agreement dated as of September 13Agreement. Capitalized terms used herein without definition shall have the meanings specified in the Credit Agreement. In connection with this opinion, 2016 (the “Amendment”) among we have examined and relied upon: (i) Xxxxxxx Internationalthe Credit Agreement, Inc.the Guarantee Agreement and the exhibits and schedules thereto (collectively, a Delaware corporation, as borrower (the “BorrowerTransaction Agreements”), (ii) Xxxxxxx Restaurant Corporationfor each U.S. Loan Party that is a corporation, the Certificate or Articles of Incorporation and Bylaws, as amended to date, of such U.S. Loan Party, and appropriate records of the corporate proceedings of each such U.S. Loan Party, (iii) for each U.S. Loan Party that is a limited liability company, the Certificate or Articles of Formation and the Limited Liability Company Operating Agreement of such U.S. Loan Party, as amended to date, and appropriate records of the company proceedings of such U.S. Loan Party, (iv) for each U.S. Loan Party that is a limited partnership, the Certificate of Limited Partnership and the limited partnership agreement of such U.S. Loan Party, as amended to date, and appropriate records of the partnership proceedings of such U.S. Loan Party, (v) advice from the States of Delaware corporation and New York as to the incorporation or formation and good standing of each U.S. Loan Party incorporated or formed in such State, (“Xxxxxxx Restaurant”)vi) originals or copies certified or otherwise identified to our satisfaction of such records, Xxxxxxx Floridaagreements, Inc.instruments and certificates of public officials and of the U.S. Loan Parties and Subsidiary Borrowers as we have deemed necessary and relevant to form the basis for our opinions herein. We have not conducted any independent investigation, a Delaware corporation examination or inquiry of factual matters in rendering the opinions set forth in this letter other than the document examination described herein, and our opinion is qualified in all respects by the scope of such document examination. In our examination, we have assumed, and express no opinion as to, the genuineness of all signatures, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence and capacity of all natural persons. We have also assumed that the Transaction Agreements are binding and enforceable obligations of each of the parties thereto (“Xxxxxxx Florida”other than the U.S. Loan Parties and the Subsidiary Borrowers), and Xxxxxxx Texasthat each such other party and each Subsidiary Borrower has obtained all consents, Inc.authorizations (including corporate or partnership authorization, as the case may be, by the Subsidiary Borrowers), permits and governmental approvals required for the consummation and performance of the Transaction Agreements to which it is a Delaware corporation party (except as otherwise provided in Paragraph 3 below). As to certain factual matters material to this opinion, we have relied upon representations and warranties of the U.S. Loan Parties and the Subsidiary Borrowers with respect thereto set forth in the Transaction Agreements or in certificates with respect thereto signed by officers of the U.S. Loan Parties and the Subsidiary Borrowers, to the extent deemed appropriate by us, and we have made no independent investigation thereof, except as expressly indicated herein. We have assumed the accuracy and completeness of the information obtained from public officials and records included in the documents referred to above. We have assumed that there was not any fraud, misrepresentation, omission or deceit by any person in connection with the negotiation, execution, delivery and performance of the Transaction Agreements or any of the documents contemplated thereby. We have also assumed the absence of any mutual mistake of fact or misunderstanding, duress or undue influence in the negotiation, execution or delivery of the Transaction Agreements. We have further assumed that there are not any agreements or understandings, written or oral, between or among the U.S. Loan Parties, the Subsidiary Borrowers and the other parties to the Transaction Agreements or any waiver of a right or remedy or usage of trade or course of prior dealings among the parties that would define, alter, supplement or qualify the terms of the Transaction Agreements or the Scheduled Agreements (as hereinafter defined) to which any U.S. Loan Party or Subsidiary Borrower is a party. When, in this opinion, we have used the phrases “Xxxxxxx Texasto our knowledge,” “known to us” or phrases of like import, such phrases refer only to the present actual knowledge (i.e., conscious awareness) of the attorneys who are presently with this firm and together who our records indicate have devoted substantive attention to matters related to the Transaction Agreements. In addition, except as expressly set forth in this letter, we have not, in rendering our opinions in Paragraph 2(d) below, reviewed court or other public records, but rather have relied, solely as to the factual existence of any court orders, suits, actions, proceedings, litigation or investigations of the type referenced therein, on (i) certificates of officers of the U.S. Loan Parties and the Subsidiary Borrowers and (ii) the representations and warranties of the U.S. Loan Parties and the Subsidiary Borrowers contained in the Transaction Agreements. Although, in connection with Xxxxxxx Restaurant rendering this opinion, we have made the assumptions set forth above and Xxxxxxx Floridabelow and have relied upon the representations, warranties and certificates referenced above, nothing has come to our attention that has caused us to believe that we are not justified in relying on any of such assumptions or on any of such representations, warranties or certificates. We do not assume any responsibility for the accuracy, completeness or fairness of any information, including, but not limited to, financial information, furnished to you by or on behalf of the U.S. Loan Parties and/or the Subsidiary Borrowers concerning the business, assets and affairs of the U.S. Loan Parties and/or the Subsidiary Borrowers or any other information furnished to you by or on behalf of the U.S. Loan Parties and/or the Subsidiary Borrowers or furnished by us as special New York counsel to the U.S. Loan Parties and the Subsidiary Borrowers, except for our conclusions of law in this opinion letter. When the statements in this opinion are qualified by the term “material,” those statements involve judgments and opinions as to the materiality or lack of materiality of any matter to the U.S. Loan Parties, the Subsidiary Borrowers or their respective businesses, prospects, assets or financial conditions, which judgments and opinions are entirely those of the U.S. Loan Parties, the Subsidiary Borrowers and their respective officers, after having been advised by us as to the legal effect and consequences of such matters; however, such opinions and judgments are not known to us to be incorrect. In rendering the opinions herein with respect to matters of good standing and other matters within the knowledge of public officials, we have relied solely upon certificates of recent date of such officials. Based on the foregoing, and subject to the assumptions and qualifications hereinafter set forth, it is our opinion that: 1. Based solely on the advice from the States of their respective incorporation or formation, each of the U.S. Loan Parties has been duly incorporated or formed, is existing and is in good standing under the laws of the State of such U.S. Loan Party’s incorporation or formation. Each U.S. Loan Party has the corporate, limited liability company or limited partnership, as the case may be, power and authority to own its property and to conduct its business as is now being conducted. 2. The execution, delivery and performance by each U.S. Loan Party of the Transaction Agreements to which it is a “Guarantor” and together party (a) have been duly authorized by all requisite corporate, limited liability company or limited partnership action on the “Guarantors”part of such U.S. Loan Party, (b) will not result in a breach of or constitute a default under as guarantorsapplicable, the Articles or Certificate of Incorporation or Bylaws, the Certificate or Articles of Formation or the Limited Liability Company Operating Agreement or the Certificate of Limited Partnership or the limited partnership agreement of such U.S. Loan Party, (c) will not violate any law, rule or regulation of the United States of America or the State of New York or the General Corporation Law of the State of Delaware, or the Limited Liability Company Act of the State of Delaware or the Revised Uniform Limited Partnership Act of the State of Delaware, (d) will not violate any judgment, order or decree of any court or governmental authority of the United States of America or the State of New York of which we have knowledge, naming any U.S. Loan Party, and (iiie) will not violate any of the banks party thereto agreements listed on Schedule C hereto (the “BanksScheduled Agreements”). 3. The execution, delivery and Bank performance by each Subsidiary Borrower of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant Transaction Agreements to which it is a party will not result in a breach of or constitute a default under (a) any law, rule or regulation of the Existing Banks have made available to United States of America or the Borrower a revolving credit facility State of New York or (b) the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined hereinSchedule Agreements.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the law of the State of TexasTHE LAW OF THE STATE OF NEW YORK. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaTo: Xxxxx Fargo Bank, N.A., National Association as Administrative Agent 0000 X XX Xxxxxx Blvd. Charlotte, NC 28262 Mail Code D1109-019 Attention: Xxxxxx XxXxxxx Telephone: 000-000-0000 Email: Xxxxxx.xxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: This opinion Reference is furnished made to you pursuant to § 3(a)(iv) of the Second Amendment to that certain Revolving Credit Agreement Agreement, dated as of September 13December 5, 2016 2014 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time in accordance with its terms, the “AmendmentAgreement”) among (i) Xxxxxxx International; the terms defined therein being used herein as therein defined), Inc.by and among, Columbia Pipeline Partners LP, a Delaware corporation, as borrower limited partnership (the “Borrower”), (ii) Xxxxxxx Restaurant CorporationNiSource Inc., a Delaware corporation (“Xxxxxxx RestaurantNiSource”), Xxxxxxx FloridaColumbia Pipeline Group, Inc., a Delaware corporation (“Xxxxxxx FloridaCPG”), and Xxxxxxx TexasCPG OpCo LP, Inc.a Delaware limited partnership (“OpCo”), Columbia Energy Group, a Delaware corporation (“Xxxxxxx Texas” Columbia”), CPG OpCo GP LLC, a Delaware limited liability company (“OpCo GP”, and together with Xxxxxxx Restaurant NiSource, CPG, OpCo and Xxxxxxx FloridaColumbia, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of Americathe Lenders party thereto, N.A.Xxxxx Fargo Bank, National Association, as Administrative Agent for the Banks administrative agent (in such capacity, the “Administrative Agent”) which amends ), and the other parties thereto. The Borrower hereby requests a Revolving Borrowing, as follows: 1. In the aggregate amount of $ . 2. On , 201 (a Business Day). 3. Comprised of [an ABR] [a Eurodollar] Borrowing. [4. With an Interest Period of months.]4 [4][5]. The Borrower’s account to which funds are to be disbursed is: Account Number: Location: This Borrowing Request and the Revolving Borrowing requested herein comply with the Agreement, including Sections 2.01(a), 2.02, 3.02 and 3.03 of the Agreement. 4 Insert if a Eurodollar Borrowing. COLUMBIA PIPELINE PARTNERS LP By: CPP GP LLC, its general partner By: Name: Title: To: [ ], as LC Bank [ ] cc: Xxxxx Fargo Bank, National Association as Administrative Agent 0000 X XX Xxxxxx Blvd. Charlotte, NC 28262 Mail Code D1109-019 Attention: Xxxxxx XxXxxxx Telephone: 000-000-0000 Email: Xxxxxx.xxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to that certain Revolving Credit Agreement Agreement, dated as of March 12December 5, 2015 2014 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified prior in writing from time to the date hereoftime in accordance with its terms, the “Existing Credit Agreement”; the terms defined therein being used herein as therein defined), by and among, Columbia Pipeline Partners LP, a Delaware limited partnership (the “Borrower”), pursuant NiSource Inc., a Delaware corporation (“NiSource”), Columbia Pipeline Group, Inc., a Delaware corporation (“CPG”), CPG OpCo LP, a Delaware limited partnership (“OpCo”), Columbia Energy Group, a Delaware corporation (“Columbia”), CPG OpCo GP LLC, a Delaware limited liability company (“OpCo GP”, and together with NiSource, CPG, OpCo and Columbia, the “Guarantors”), the Lenders party thereto, Xxxxx Fargo Bank, National Association, as the administrative agent (in such capacity, the “Administrative Agent”), and the other parties thereto. The Borrower hereby requests a Letter of Credit extension by the LC Bank listed above, as follows: 1. [An issuance of a new Letter of Credit in the amount of $[ ]] [an amendment to which existing Letter of Credit No. [ ] issued by such LC Bank]. 2. On , 201 (a Business Day). This request for a Letter of Credit extension complies with the Existing Banks have Agreement, including Sections 2.04, 3.02 and 3.03 of the Agreement. COLUMBIA PIPELINE PARTNERS LP By: CPP GP LLC, its general partner By: Name: Title: FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Revolving Loan from time to time made available by the Lender to the Borrower a revolving credit facility under that certain Revolving Credit Agreement, dated as of December 5, 2014 (the Existing Credit Agreement as so may be amended, restated, amended by the Amendmentand restated, extended, supplemented or otherwise modified in writing from time to time in accordance with its terms, the “Amended Agreement”; the terms defined therein being used herein as therein defined), by and among, Columbia Pipeline Partners LP, a Delaware limited partnership (the “Borrower”), NiSource Inc., a Delaware corporation (“NiSource”), Columbia Pipeline Group, Inc., a Delaware corporation (“CPG”), CPG OpCo LP, a Delaware limited partnership (“OpCo”), Columbia Energy Group, a Delaware corporation (“Columbia”), CPG OpCo GP LLC, a Delaware limited liability company (“OpCo GP”, and together with NiSource, CPG, OpCo and Columbia, the “Guarantors”), the Lenders party thereto, Xxxxx Fargo Bank, National Association, as the administrative agent (in such capacity, the “Administrative Agent”), and the other parties thereto. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under the Agreement 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 Agreement. 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 pursuant to the terms of the 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 Agreement. This Revolving Note is one of the promissory notes referred to in Section 2.10(e) of the Agreement, is one of the Credit Documents, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving 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 Revolving Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto. 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 Revolving Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. COLUMBIA PIPELINE PARTNERS LP By: CPP GP LLC, its general partner By: Name: Title: To: Xxxxx Fargo Bank, National Association as Administrative Agent 0000 X XX Xxxxxx Blvd. Charlotte, NC 28262 Mail Code D1109-019 Attention: Xxxxxx XxXxxxx Telephone: 000-000-0000 Email: Xxxxxx.xxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to that certain Revolving Credit Agreement, dated as of December 5, 2014 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time in accordance with its terms, the “Agreement”; the terms defined therein being used herein as therein defined), by and among, Columbia Pipeline Partners LP, a Delaware limited partnership (the “Borrower”), NiSource Inc., a Delaware corporation (“NiSource”), Columbia Pipeline Group, Inc., a Delaware corporation (“CPG”), CPG OpCo LP, a Delaware limited partnership (“OpCo”), Columbia Energy Group, a Delaware corporation (“Columbia”), CPG OpCo GP LLC, a Delaware limited liability company (“OpCo GP”, and together with NiSource, CPG, OpCo and Columbia, the “Guarantors”), the Lenders party thereto, Xxxxx Fargo Bank, National Association, as the administrative agent (in such capacity, the “Administrative Agent”), and the other parties thereto. Capitalized terms defined in This Interest Election Request is delivered to you pursuant to Section 2.06 of the Amended Credit Agreement are used herein and relates to the following: 1. ¨ A conversion of a Borrowing ¨ A continuation of a Borrowing (select one). 2. In the aggregate principal amount of $ . 3. which Borrowing is being maintained as a [ABR Revolving Borrowing] [Eurodollar Revolving Borrowing with the same meaning unless otherwise defined hereinan Interest Period ending on , 201 ].

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to Xxxxxxx Xxxxx Bank of America, N.A.USA, as Administrative Agent for the Lenders referred to below 0000 Xxxxxxxxxx Xxxxx Xxxxxx, Xxxxx 00000 Attention: Agency Operations Fax: (000) 000-0000 Email: xx-xxxxxx-Xxxxxxxxxxx@xx.xxx [·] [·], 20[·](14) Ladies and Gentlemen: This opinion Reference is furnished hereby made to you pursuant to § 3(a)(iv) of the Second Amendment to that certain First Lien Credit Agreement dated as of September 13May 14, 2016 2014 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “AmendmentFirst Lien Credit Agreement”) among (i) Xxxxxxx International), by and among, inter alios, Xxxxxxxx Intermediate, Inc., a Delaware corporation, as borrower (the “Borrower”)Holdings, (ii) Xxxxxxx Restaurant Xxxxxxxx Corporation, a Delaware corporation (“Xxxxxxx Restaurant”)corporation, as the Top Borrower, and the other Borrowers party thereto, the Lenders from time to time party thereto, Xxxxxxx FloridaSachs Bank USA, Inc., a Delaware corporation (“Xxxxxxx Florida”), in its capacities as the swingline lender and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” as administrative agent and together with Xxxxxxx Restaurant collateral agent for the Lenders and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Royal Bank of America, N.A., Canada as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”)issuing bank. Capitalized terms Terms defined in the Amended First Lien Credit Agreement are used herein with the same meaning meanings unless otherwise defined herein.. The undersigned hereby gives you notice pursuant to Section 2.03 of the First Lien Credit Agreement that it requests the Borrowings under the First Lien Credit Agreement to be made on [·] [·], 20[·], and in that connection sets forth below the terms on which the Borrowings are requested to be made: (A) Borrower [Xxxxxxxx Parent, Inc.](15) [Xxxxxxxx Corporation](16) [Bluefin Tuna Merger Sub, Inc.](17) [iHealth Technologies, Inc.](18) [Bluefin Tuna Finance Sub 1, Inc.](19) [Xxxxxxxx International Holdings, Inc.](20) [Bluefin Tuna Finance Sub 2, Inc.](21) [Xxxxxxxx, LLC.](22)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of Texas. To each New York without reference to its conflict of laws other than Section 5-1401 of the Banks New York General Obligations Law. [***] 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. Sunrun Hera Portfolio 2015-A, LLC 000 Xxxxxx Xx., 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attn: General Counsel Fax: [___________] BENEFICIARY: Deutsche Bank Trust Company Americas as defined Collateral Agent [60 Wall Street, 16th Floor Mail Stop: NYC60 - 1630 Xxx Xxxx, XX 00000] Attn: [___________] Fax: [___________] Dear Beneficiary: At the request of and for the account of Sunrun Hera Portfolio 2015-A, LLC, a Delaware limited liability company (the “Account Party”), we hereby establish in your favor, for the Credit Agreement herein described and to benefit of Investec Bank of America, N.A.PLC (“Investec”), as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you Issuing Bank pursuant to § 3(a)(iv) of the Second Amendment to that certain Credit Agreement Agreement, dated as of September 13January 15, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “BorrowerCredit Agreement”), among the Account Party, the financial institutions as Lenders from time to time party thereto (ii) Xxxxxxx Restaurant Corporationeach individually a “Lender” and, a Delaware corporation (collectively, the “Xxxxxxx RestaurantLenders”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A.Investec, as Administrative Agent administrative agent for the Banks Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) which amends the Borrower’s and Investec, as Issuing Bank, our Irrevocable Transferable Letter of Credit Agreement dated as No. [____________] (this “Letter of March 12Credit”) whereby, 2015 (as amended, supplemented or otherwise modified prior subject to the date terms and conditions contained herein, you are hereby irrevocably authorized to draw on Investec, by your draft or drafts at sight, up to an aggregate amount not to exceed the Dollar amount for the relevant time period set forth on Schedule 1 hereto (such amount, as it may be reduced in accordance with the terms hereof, the “Existing Stated Amount”). [***] 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 Letter of Credit Agreementshall be effective immediately and shall expire on the Expiration Date (as hereinafter defined). Partial drawings on this Letter of Credit are permitted. You may draw upon this Letter of Credit at any time on or prior to the Expiration Date by presenting (a) a sight draft in the form of Exhibit A (a “Sight Draft”), pursuant to which appropriately completed and executed by your authorized officer and (b) a certificate in the Existing Banks have made available to the Borrower form of Exhibit B (a revolving credit facility (the Existing Credit Agreement as so amended “Certificate”), appropriately completed and executed by your authorized officer. The Stated Amount shall be reduced by the Amendmentamount of any paid drawing hereunder. Presentation of any Sight Draft and Certificate shall be made at our office located at [Investec Bank PLC, 0 Xxxxxxx Xxxxxx, London, EC2V 7QP, United Kingdom]. We hereby agree with you that any Sight Draft and Certificate drawn under and in compliance with the “Amended terms of this Letter of Credit Agreement”)shall be duly honored by us upon delivery, if presented on or before our close of business on the Expiration Date at our office specified above. Capitalized terms defined Provided that a compliant drawing is presented by 12:00 p.m., Eastern Standard time, on any Banking Day, payment shall be made to you of the amount specified in the Amended Credit Agreement are used herein with applicable Sight Draft, not to exceed the same meaning unless otherwise defined hereinStated Amount, in immediately available funds, not later than 11:00 a.m., Eastern Standard time, on the second following Banking Day. A compliant drawing presented after 12:00 p.m, Eastern Standard time on any Banking Day, will be paid on the third following Banking Day.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the law of the State of TexasTHE LAW OF THE STATE OF NEW YORK. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaXxxxxx Xxxxxxx Senior Funding, N.A.Inc., as Administrative Agent for the Lenders party to the Credit Agreement referred to below 0 Xxxxxxxxxx Xxxxx 0xx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Agency Team Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13The undersigned, 2016 (the “Amendment”) among (i) Xxxxxxx InternationalFitBit, Inc., a Delaware corporation, as borrower Inc. (the “Borrower”), refers to the Revolving Credit and Guaranty Agreement, dated as of August 13, 2014 (as it may be amended, restated, amended and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement,” the terms defined therein and not otherwise defined herein being used herein as therein defined), among the Borrower, the Guarantors party thereto, the Lenders party thereto (each a “Lender” and collectively, the “Lenders”), Xxxxxx Xxxxxxx Senior Funding, Inc., as Collateral Agent, the other agents named therein, Xxxxxx Xxxxxxx Bank, N.A., as Issuing Bank and Swing Line Lender, and you, as the Administrative Agent for the Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.5 of the Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.5 of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is , 20 .3 (ii) Xxxxxxx Restaurant CorporationThe aggregate principal amount of the Proposed Borrowing is [—]4. (iii) The Proposed Borrowing is to consist of [ABR Loans] [Eurodollar Loans]. (iv) The initial Interest Period for the Proposed Borrowing is [one/two/three/six months].] (v) The location and number of the account or accounts to which funds are to be disbursed is as follows: [Insert location and number of the account(s)] 3 Shall be a Business Day at least one Business Day in the case of ABR Loans and at least three Business Days in the case of Eurodollar Loans, in each case, after the date hereof, provided that any such notice shall be deemed to have been given on a Delaware corporation certain day only if given before 12 Noon (New York City time) in the case of ABR Loans or before 11:00 a.m. (New York City time) in the case of Eurodollar Loans, on such day. 4 Such amount to be stated in Dollars. The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing: (A) the representations and warranties of the Borrower set forth in the Credit Agreement and in the other Loan Documents are and will be true and correct in all material respects (other than to the extent qualified by materiality or “Xxxxxxx RestaurantMaterial Adverse Effect”, in which case, such representations and warranties shall be true and correct in all respects) on and as of the date of the Proposed Borrowing, except that (i) for purposes of this Borrowing Request, the representations and warranties contained in Section 3.4(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), Xxxxxxx Floridarespectively, of Section 5.1 of the Credit Agreement and (ii) to the extent that such representations and warranties specifically refer to an earlier date, they were true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct in all respects) as of such earlier date; (B) at the time of and immediately after giving effect to the Proposed Borrowing, no Default or Event of Default has occurred and is continuing; and (C) after giving effect to such Proposed Borrowing, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1 of the Credit Agreement shall not exceed the maximum Consolidated Total Leverage Ratio permitted under Section 6.12 of the Credit Agreement for such period. The Borrower has caused this Borrowing Request to be executed and delivered by its duly authorized officer as of the date first written above. Very truly yours, FITBIT, INC. By: Name: Title: Reference is made to the Revolving Credit and Guaranty Agreement, dated as of August 13, 2014 (as it may be amended, restated, amended and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among FitBit, Inc., a Delaware corporation (the “Xxxxxxx FloridaBorrower”), and Xxxxxxx Texasthe Guarantors from time to time party thereto, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks Lenders from time to time party thereto (the “BanksLenders”), and Bank of AmericaXxxxxx Xxxxxxx Senior Funding, N.A.Inc., as the Administrative Agent for the Banks (together with its permitted successors in such capacity, the “Administrative Agent”) which amends and as Collateral Agent, the Borrower’s other agents named therein and Xxxxxx Xxxxxxx Bank, N.A., as Issuing Bank and Swing Line Lender. Pursuant to Section 2.4 of the Credit Agreement, the Borrower desires a Letter of Credit to be issued in accordance with the terms and conditions of the Credit Agreement dated as of March 12, 2015 on [—] (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit AgreementDate”)) in an aggregate face amount of $[ , pursuant to which , ]. Attached hereto for each such Letter of Credit are the Existing Banks have made available to following: (a) the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.stated amount of such Letter of Credit;

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the law internal laws of the State of Texas. To each New York without regard to conflict of laws principles thereof that would require the application of laws other than those of the Banks as defined in State of New York. Reference is made to the Credit Agreement herein described and to Bank of AmericaGuaranty Agreement, N.A., as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13[ ], 2016 (2012; the “Amendment”) terms defined therein and not otherwise defined herein being used herein as therein defined), by and among (i) Xxxxxxx InternationalHologic, Inc., a Delaware corporation, as borrower Corporation (the “Borrower”), (ii) Xxxxxxx Restaurant Corporationcertain Subsidiaries of Borrower, a Delaware corporation (“Xxxxxxx Restaurant”)as Guarantors, the Lenders party thereto from time to time, Xxxxxxx FloridaXxxxx Bank USA, X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., a Delaware corporation (“as Joint Lead Arrangers and Joint Lead Bookrunners, Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Xxxxx Bank of America, N.A.USA, as Administrative Agent for and Collateral Agent, and X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., as Co-Syndication Agents. The following persons are now duly elected and qualified officers of Borrower, each holding the Banks (in respective office or offices indicated next to his or her name below, and the signature set forth opposite his or her name below is the true and genuine signature of such capacityofficer, and such officer is duly authorized to execute and deliver, on behalf of Borrower, the “Administrative Agent”) Credit Documents to which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented Borrower is a party and any certificate or otherwise modified prior other document to be delivered by Borrower pursuant to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.Documents:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy fax transmission or other electronic mail transmission (e.g., “pdf’ or “tiff’) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of [***] Confidential treatment has been requested for the Banks as defined in bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. TO: Credit Agreement herein described and to Bank of AmericaSuisse AG, N.A.Cayman Islands Branch, as Administrative Agent Ladies and GentlemenRE: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement Agreement, dated as of September 13April 1, 2016 2015, by and among Sunrun Inc. (the “AmendmentSunrun”) among (i) Xxxxxxx International, Inc.), a Delaware corporation, as borrower (the “Borrower”)AEE Solar, (ii) Xxxxxxx Restaurant CorporationInc., a California corporation, Sunrun South LLC, a Delaware corporation (“Xxxxxxx Restaurant”)limited liability company, Xxxxxxx Florida, and Sunrun Installation Services Inc., a Delaware corporation (collectively, the “Xxxxxxx FloridaBorrowers”), and Xxxxxxx Texasthe Guarantors, Inc.the Lenders, a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx FloridaCredit Suisse AG, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A.Cayman Islands Branch, as Administrative Agent, and Silicon Valley Bank, as Collateral Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, modified, extended, restated, replaced or supplemented or otherwise modified prior from time to the date hereoftime, the “Existing Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meaning set forth in the Credit Agreement) DATE: [Date] The undersigned Responsible Officer1 hereby certifies as of the date hereof that [he/she] is the [ ] of Sunrun, pursuant and that, as such, [he/she] is authorized to which the Existing Banks have made available execute and deliver this Compliance Certificate (this “Certificate”) to the Borrower a revolving credit facility (Administrative Agent on the Existing behalf of Sunrun and the other Loan Parties, and that: 1. The Loan Parties have delivered the year-end audited financial statements required by Section 6.01(a) of the Credit Agreement for the fiscal year of Sunrun ended as so amended of the above date, together with the report and opinion of an independent certified public accountant required by Section 6.01(a) of the AmendmentCredit Agreement. 1. The Loan Parties have delivered the unaudited financial statements required by Section 6.01(b)(i) of the Credit Agreement for the fiscal quarter of Sunrun ended as of the above date, which Consolidated financial statements fairly present the financial condition, results of operations, shareholders’ equity and cash flows of Sunrun in accordance with GAAP 1 This Certificate should be from the chief executive officer, chief financial officer, treasurer or controller of the Borrowers, as applicable. [***] 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. as of such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes and such consolidating statements are fairly stated in all material respects when considered in relation to the Consolidated financial statements of Sunrun. 2. The undersigned has reviewed and is familiar with the terms of the Credit 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 Sunrun and its Subsidiaries during the accounting period covered by such financial statements. 3. A review of the activities of Sunrun and its Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period Sunrun and each of the other Loan Parties performed and observed all their obligations under the Loan Documents, and [to the best knowledge of the undersigned, during such fiscal period each of the Loan Parties performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.] [to the best knowledge of the undersigned, the “Amended Credit Agreement”). Capitalized terms defined in following covenants or conditions have not been performed or observed and the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.following is a list of each such Default and its nature and status:]

General Provisions. This Affiliated Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Affiliated Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Assignment and Assumption by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Affiliated Assignment and Assumption. This THIS AFFILIATED ASSIGNMENT AND ASSUMPTION AND ANY CLAIM, CONTROVERSY OR DISPUTE UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT (AT LAW OR IN EQUITY), TORT OR ANY OTHER THEORY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW. The Assignor acknowledges and agrees that in connection with this Affiliated Assignment and Assumption, (1) each of the Borrower and its Subsidiaries and the Administrative Agent may possess information regarding the Borrower and its Affiliates not known to the Assignor and that may be material to a decision by the Assignor to participate in the transactions contemplated by this Affiliated Assignment and Assumption (including material non-public information) (“Excluded Information”), (2) the Assignor has independently and, without reliance on the Borrower or any of its Subsidiaries or Affiliates or the Administrative Agent or any other Agent Party, made its own analysis and determination to enter into this Affiliated Assignment and Assumption notwithstanding the Assignor’s lack of knowledge of the Excluded Information, (3) none of the Borrower or its Subsidiaries or Affiliates or the Administrative Agent or any other Agent Party shall be governed byhave any liability to the Assignor, and construed in accordance withthe Assignor hereby waives and releases, to the law extent permitted by law, any claims the Assignor may have against the Borrower and its Subsidiaries and Affiliates and the Administrative Agent and any other Agent Party, under applicable laws or otherwise, with respect to the nondisclosure of the State of TexasExcluded Information and (4) the Excluded Information may not be available to the Administrative Agent or the other Lenders. To each of the Banks as defined in the Credit Agreement herein described and to Bank of America, N.A.Cortland Capital Market Services LLC, as Administrative Agent for the Lenders party to the Term Loan Agreement referred to below Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13The undersigned, 2016 (the “Amendment”) among (i) Xxxxxxx InternationalUber Technologies, Inc., a Delaware corporation, as borrower Inc. (the “Borrower”), refers to the Term Loan Agreement, dated as of April 4, 2018 (ii) Xxxxxxx Restaurant Corporationas amended, a Delaware corporation (restated, amended and restated, extended, supplemented and/or otherwise modified from time to time, the “Xxxxxxx RestaurantTerm Loan Agreement”, the terms defined therein being used herein as therein defined), Xxxxxxx Floridaamong the Borrower, Inc., a Delaware corporation the lenders from time to time party thereto (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “GuarantorLender” and together collectively, the “GuarantorsLenders”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A.you, as Administrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.03 of the Banks Term Loan Agreement, that the undersigned hereby requests a Borrowing under the Term Loan Agreement, and in that connection sets forth below the information relating to such Borrowing (in such capacity, the “Administrative AgentProposed Borrowing”) as required by Section 2.03 of the Term Loan Agreement: (i) The Business Day of the Proposed Borrowing is , 20 .1 (ii) The aggregate principal amount of the Proposed Borrowing is [ ].2 (iii) The Proposed Borrowing is to consist of [ABR Loans] [Eurodollar Loans]. (iv) [The initial Interest Period for the Proposed Borrowing is [one/two/three/six]/ [twelve months/insert period less than one month]3.]4 (v) The location and number of the account or accounts to which amends funds are to be disbursed is as follows: 1 In the Borrower’s Credit Agreement dated as case of March 12Eurodollar Loans, 2015 (as amended, supplemented or otherwise modified prior to shall be a Business Day at least three Business Days after the date hereof, the “Existing Credit Agreement”), pursuant ; provided that any such notice shall be deemed to which the Existing Banks have made available to the Borrower been given on a revolving credit facility certain day only if given before 1:00 p.m. (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”New York City time). Capitalized terms defined In the case of ABR Loans, shall be a Business Day at least one Business Day after the date hereof (provided that any such notice shall be deemed to have been given on a certain day only if given before 1:00 p.m. (New York City time)). 2 Such amounts to be stated in the Amended Credit Agreement are used herein Dollars. 3 Interest Periods of twelve or less than one month only available with the same meaning unless otherwise defined hereinconsent of each Lender.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 9 and their respective successors the contribution provisions of Section 10, and assignsis fully informed regarding said provisions. This Assignment Each of the parties hereto further acknowledges that the provisions of Section 9 and Assumption may be executed Section 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any number of counterpartsPreliminary Prospectus, which together the Pricing Disclosure Package, each free writing prospectus and the Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. If the foregoing correctly sets forth the understanding between the Company and the Underwriters, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute one instrumenta binding agreement between the Company and the Underwriters. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective Very truly yours, By: Name: Title: ACCEPTED as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State date first-above written: By: Name: Title: X.X. Xxxxxxxxxx & Co., LLC [●] [●] [●] [●] Issuer Free Writing Prospectus dated October [●], 2019 Number of Texas. To each Firm Shares: [●] Number of the Banks as defined in the Credit Pre-Funded Warrants: [●] Number of Firm Warrants: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Unit: $[●] Public Offering Price per Pre-Funded Unit: $[●] Pre-Funded Warrant Exercise Price: $[●] Warrant Exercise Price: $[●] Underwriting Discount per Unit: $[●] Underwriting Discount per Pre-Funded Unit: $[●] Proceeds to Company per Unit (before expenses): $[●] Proceeds to Company per Pre-Funded Unit (before expenses): $[●] AdvanDx, Inc. AdvanDx A/S OpGen Colombia SAS Crystal GmbH OpGen, Inc. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: Xxxxxxx X. Xxx, Chief Financial Officer E-mail: xxxx@xxxxx.xxx Re: OpGen, Inc. - Lock-Up Agreement herein described and to Bank of America, N.A., as Administrative Agent Ladies and GentlemenDear Madam/Sir: This opinion Lock-Up Agreement is furnished being delivered to you pursuant to § 3(a)(iv) of in connection with the Second Amendment to Credit Underwriting Agreement (the “Underwriting Agreement”), dated as of September 13___________________, 2016 ___ 2019, by and among OpGen, Inc. (the “AmendmentCompany”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (and the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks underwriters party thereto (the “BanksUnderwriters”), with respect to the issuance of (i) shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and Bank pre-funded warrants (the “Pre-Funded Warrants”) and (ii) warrants (the “Warrants”), which Warrants and Pre-Funded Warrants will be exercisable to purchase Common Stock. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Underwriting Agreement. In order to induce the Underwriters to enter into the Underwriting Agreement, the undersigned agrees that, commencing on the date hereof and ending 90 days following the effective date of Americathe Registration Statement on Form S-1 (File No. 333-233775) (the “Lock-Up Period”), N.A.the undersigned will not, and will cause all affiliates (as defined in Rule 144 promulgated under the Securities Act of 1933, as Administrative Agent for amended) of the Banks undersigned or any person in privity with the undersigned or any affiliate of the undersigned with respect to the securities of the Company not to, (in such capacityi) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, any (A) Common Stock or (B) any securities of the Company or any of its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents”), or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any Common Stock or Common Stock Equivalents owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively, the “Administrative Undersigned’s Shares”), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Undersigned’s Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Common Stock or Common Stock Equivalents or (iv) publicly disclose the intention to do any of the foregoing. The foregoing restriction is expressly agreed to preclude the undersigned, and any affiliate of the undersigned and any person in privity with the undersigned or any affiliate of the undersigned with respect to the securities of the Company, from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if the Undersigned’s Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Undersigned's Shares. Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (iii) if acquired by the undersigned in open market transactions after the offering. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The undersigned now has, and, except as contemplated by the immediately preceding sentence, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent (the “Transfer Agent”) which amends and registrar against the Borrowertransfer of the Undersigned’s Credit Shares except in compliance with the foregoing restrictions. In order to enforce this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the Transfer Agent from effecting any actions in violation of this Lock-Up Agreement. The undersigned acknowledges that the execution, delivery and performance of this Lock-Up Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior is a material inducement to the date hereofUnderwriters to complete the transactions contemplated by the Underwriting Agreement and that the Company shall be entitled to specific performance of the undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this Lock-Up Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit from the closing of the transactions contemplated by the Underwriting Agreement. The undersigned understands and agrees that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns. This Lock-Up Agreement shall not be amended without the prior written consent of X.X. Xxxxxxxxxx & Co., LLC. This Lock-Up Agreement may be executed in two counterparts, each of which shall be deemed an original but both of which shall be considered one and the same instrument. This Lock-Up Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflicting provision or rule (whether of the State of New York, or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of New York to be applied. In furtherance of the foregoing, the “Existing Credit internal laws of the State of New York will control the interpretation and construction of this Lock-Up Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendmenteven if under such jurisdiction’s choice of law or conflict of law analysis, the “Amended Credit Agreement”)substantive law of some other jurisdiction would ordinarily apply. Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.Very truly yours, ______________________________ Exact Name of Stockholder ______________________________ Authorized Signature ______________________________ Title Agreed to and Acknowledged: By: _______________________ Name: Title: Xxxx Xxxxx

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number counterparts (and by different parties hereto on different counterparts), each of counterpartswhich shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaJPMorgan Chase Bank, N.A., N.A. as Administrative Agent Loan and Agency Services Group 0000 Xxxxxx Xxxxxx, Floor 10 Houston, Texas 77002-6925 Attention: Xxxxxx Xxxxxx Fax: (000) 000-0000 Copy to: JPMorgan Chase Bank, N.A. as Administrative Agent 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxx Fax: (000) 000-0000 Ladies and Gentlemen: This opinion Reference is furnished made to you pursuant to § 3(a)(iv) of the Second Amendment to Term Loan Credit Agreement dated as of September 13April 24, 2016 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “AmendmentCredit Agreement”) ), among (i) Xxxxxxx International, Inc.United Technologies Corporation, a Delaware corporation, as borrower corporation (the “Borrower”), (ii) Xxxxxxx Restaurant Corporationthe Lenders party thereto, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”, and X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc., HSBC Securities (USA) which amends Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as joint lead arrangers and joint bookrunners. Capitalized terms used but not otherwise defined herein shall have the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to meanings specified in the date hereof, the “Existing Credit Agreement”). This notice constitutes a Borrowing Request, and the Borrower hereby gives you notice, pursuant to which Section 2.03 of the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined , that it requests a Borrowing under the Credit Agreement, and in connection therewith specifies the Amended Credit Agreement are used herein following information with the same meaning unless otherwise defined herein.respect to such Borrowing:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or email shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders, care of the Banks as defined in Administrative Agent 0000 Xxxxxx Xx, Floor 10 Houston, Texas 77002, USA Re: Cummins Inc., Cummins Ltd., Cummins Power Generation Ltd. and Cummins Generator Technologies Limited External Counsel Legal Opinion Regarding the Credit Agreement herein described Ladies and Gentlemen: We have acted as special New York counsel to Bank Cummins Inc., an Indiana corporation (the “Company”), its subsidiaries, Cummins Ltd., Cummins Power Generation Ltd. and Cummins Generator Technologies Limited, each a limited liability company organized under the laws of Americathe jurisdiction of England and Wales (collectively, the “Original Subsidiary Borrowers”; the Original Subsidiary Borrowers, together with the Company, the “Opinion Parties”, and individually, an “Opinion Party”), and give this opinion pursuant to Section 4.01(b) of the Credit Agreement (the “Credit Agreement”) dated as of the date hereof among the Opinion Parties, the Eligible Subsidiaries referred to therein, the Lenders and Agents party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”), and as Issuing Bank and Swingline Lender. Except as otherwise indicated herein, capitalized definitional terms in this opinion have the meanings set forth in the Credit Agreement. In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates and other instruments as we have deemed necessary or appropriate for purposes of this opinion, including: (a) which amends the Borrower’s Credit Agreement Agreement; (b) the Receivables Sale Agreement, dated as of March 12April 26, 2015 2010 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Receivables Sale Agreement”), pursuant to which among the Existing Banks have made available to Company, Cummins Filtration Inc. and Cummins Power Generation Inc., as sellers, and Cummins Trade Receivables, LLC, as buyer; and (c) the Borrower a revolving credit facility Receivables Purchase Agreement, dated as of April 26, 2010 (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Receivables Purchase Agreement”), among Cummins Trade Receivables, LLC, the Company, as servicer, Cummins LLC Member, Inc., the Committed Purchasers referred to therein, the Conduit Purchasers referred to therein, the Managing Agents referred to therein and JPMorgan Chase Bank, N.A., as agent for the Purchasers referred to therein. Capitalized terms The Receivables Sale Agreement and the Receivables Purchase Agreement are hereinafter referred to collectively as the “Receivables Facility”. We note that various issues concerning certain corporate matters regarding the Company are addressed in the opinion dated the date hereof of Xxxxxx Xxxxxx, counsel to the Company, and various issues concerning the Original Subsidiary Borrowers under England and Wales law are addressed in the opinion dated the date hereof of Xxxxxxx X. Xxxxx, counsel to the Original Subsidiary Borrowers, in each case separately provided to you, and we express no opinion with respect to those matters (or we have, with your permission, relied in this opinion on such opinions of Xxxxxx Xxxxxx and Xxxxxxx X. Xxxxx as to such matters without independent verification of the substance of such opinions). In rendering this opinion, we have, with your permission, and without investigation, verification or inquiry, (i) relied as to all factual matters on the representations, warranties and certifications of the parties set forth in the Credit Agreement and each of the certificates delivered pursuant thereto and (ii) assumed that: (a) Each of the parties to the Credit Agreement is duly organized and validly existing under the laws of its jurisdiction of organization; (b) Each of the parties to the Credit Agreement has the necessary right, power, and authority to execute and deliver, and perform its obligations under, the Credit Agreement; the transactions therein contemplated have been duly authorized by all parties thereto; the Credit Agreement has been duly executed, delivered, and accepted by all parties thereto; and the Credit Agreement constitutes the legal, valid, and binding obligation of all parties thereto, other than the Opinion Parties; (c) There is no oral or written agreement, understanding, course of dealing, or usage of trade that affects the rights and obligations of the parties set forth in the Credit Agreement or that would have an effect on the opinions expressed herein; there are no judgments, decrees, or orders that impair or limit the ability of any Opinion Party to enter into, execute, and deliver and perform, observe, and be bound by the Credit Agreement and the transactions contemplated therein; and there has been no waiver of any of the provisions of the Credit Agreement by conduct of the parties or otherwise; (d) All natural persons who are signatories to the Credit Agreement or the other documents reviewed by us were legally competent at the time of execution; all signatures on the Credit Agreement and the other documents reviewed by us are genuine; and the copies of all documents submitted to us are accurate and complete, each such document that is original is authentic, and each such document that is a copy conforms to an authentic original; (e) The execution and delivery of, and performance by each Opinion Party of its obligations under, the Credit Agreement do not: (i) constitute a breach or violation of the organizational documents of such Opinion Party; (ii) result in a violation of any applicable law, statute, or regulation; (iii) result in a violation of any judgment, order, writ, injunction, decree, determination or award; or (iv) constitute an event of default under or result in a breach or violation of any agreement or other instrument (other than those agreements or instruments specifically addressed in this opinion) (a) which affects or purports to affect the Opinion Parties’ rights to borrow money, or (b) violation of which could have a material adverse effect on the property, financial condition, or business operations of any Opinion Party; and (f) No authorization, consent, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required to be obtained or made by any Opinion Party for the due execution and delivery of, or performance of their respective payment obligations under, the Credit Agreement except (i) such as have been duly obtained or made and are in full force and effect, (ii) such filings and other actions as may be required to perfect any lien or security interest which the Credit Agreement purports to create and (iii) such as may be required by orders, decrees and the like that are specifically applicable to any Opinion Party and of which we have no knowledge. Based upon the foregoing, but subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that: 1. The Credit Agreement is the valid and binding obligation of each Opinion Party enforceable against such Opinion Party in accordance with its terms. 2. The execution and delivery of, and performance by each Opinion Party of their respective obligations under, the Credit Agreement do not constitute an Amortization Event (as defined in the Amended Credit Agreement Receivables Purchase Agreement) or result in a breach or violation of the Receivables Facility. The foregoing opinions are used herein with subject to the same meaning unless otherwise defined herein.following additional assumptions and qualifications:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption may be transmitted and/or signed by telecopy telefacsimile or delivered in ‘PDF’ format by electronic mail, and shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Reference is made to that certain Credit Agreement, and construed in accordance with, the law of the State of Texas. To each of the Banks as defined in the Credit Agreement herein described and to Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13[ ], 2016 2014 (as amended, restated, amended and restated, refinanced, replaced, extended, supplemented or otherwise modified from time to time, the “Amendment”) Credit Agreement,” the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among (i) Xxxxxxx International, Inc.Zebra Technologies Corporation, a Delaware corporation, as borrower corporation (the “Borrower”), the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A. as Revolving Facility Administrative Agent and Xxxxxx Xxxxxxx Senior Funding, Inc. as Term Loan Administrative Agent and as Collateral Agent. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) Xxxxxxx Restaurant it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”), (iii) it is not a ten percent shareholder of the Borrower within the meaning of Code Section 881(c)(3)(B), (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agents and the Borrower with a certificate of its status as not a U.S. Person on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrower and the Administrative Agents in writing and deliver promptly to the Borrower and the Administrative Agents an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agents) or promptly notify the Borrower and the Administration Agents in writing of its inability to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agents with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. By: Title: Date: , 20[ ] Reference is made to that certain Credit Agreement, dated as of [ ], 2014 (as amended, restated, amended and restated, refinanced, replaced, extended, supplemented or otherwise modified from time to time, the “Credit Agreement,” the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Zebra Technologies Corporation, a Delaware corporation (the “Xxxxxxx RestaurantBorrower”), the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A. as Revolving Facility Administrative Agent and Xxxxxx Xxxxxxx FloridaSenior Funding, Inc.Inc. as Term Loan Administrative Agent and as Collateral Agent. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole Beneficial Owners of such Loan(s) (as well as any note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”), (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Code Section 881(c)(3)(B), (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agents and the Borrower with IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrower and the Administrative Agents in writing and deliver promptly to the Borrower and the Administrative Agents an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agents) or promptly notify the Borrower and the Administrative Agents in writing of its inability to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agents with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. By: Title: Date: , 20[ ] Reference is made to that certain Credit Agreement, dated as of [ ], 2014 (as amended, restated, amended and restated, refinanced, replaced, extended, supplemented or otherwise modified from time to time, the “Credit Agreement,” the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Zebra Technologies Corporation, a Delaware corporation (the “Xxxxxxx FloridaBorrower”), the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A. as Revolving Facility Administrative Agent and Xxxxxx Xxxxxxx TexasSenior Funding, Inc.Inc. as Term Loan Administrative Agent and as Collateral Agent. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”), (iii) it is not a ten percent shareholder of the Borrower within the meaning of Code Section 881(c)(3)(B), (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its status as not a U.S. Person on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its inability to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. By: Title: Date: , 20[ ] Reference is made to that certain Credit Agreement, dated as of [ ], 2014 (as amended, restated, amended and restated, refinanced, replaced, extended, supplemented or otherwise modified from time to time, the “Credit Agreement,” the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Zebra Technologies Corporation, a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “GuarantorsBorrower”), the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A. as Revolving Facility Administrative Agent and Xxxxxx Xxxxxxx Senior Funding, Inc. as Term Loan Administrative Agent and as Collateral Agent. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as guarantorsamended, (the “Code”), (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Code Section 881(c)(3)(B), (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (iiivi) the banks party thereto interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its inability to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. By: Title: Date: , 20[ ] THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (this “BanksMortgage”), made and Bank entered into as of America, N.A.20 , by , a , whose address is (“Mortgagor”), in favor of XXXXXX XXXXXXX SENIOR FUNDING, INC., whose address is 0000 Xxxxxx Xxxxxx, Xxxxxx Street Wharf, 4th Floor, Xxxxxxxxx, Xxxxxxxx 00000, as Administrative the Collateral Agent for the Banks Secured Parties (in such capacity, the together with its successors and permitted assigns, “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit AgreementMortgagee”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law laws of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to Bank of America[JPMorgan Chase Bank, N.A., N.A. as Administrative Agent JPMorgan Loan Services 0000 Xxxxxx Xxxxxx, 10th Floor Houston, Texas 77002 Attention: Xxxx Xxxxx Fax: (000) 000-0000]8 [X.X. Xxxxxx Europe Limited as London Agent 000 Xxxxxx Xxxx Xxxxxx XX0X 0XX Attention: Agency Department Fax: 00-000-000-0000]9 With a copy to: JPMorgan Chase Bank, N.A. as Administrative Agent 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxx Fax: (000) 000-0000 [Date] Ladies and Gentlemen: This opinion Reference is furnished made to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13November 22, 2016 2011 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “BorrowerCredit Agreement”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Floridaamong VeriSign, Inc., a Delaware corporation (the “Xxxxxxx FloridaCompany”), and Xxxxxxx Texasthe Borrowing Subsidiaries party thereto, Inc.the Lenders party thereto, a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent Agent, and X.X. Xxxxxx Europe Limited, as London Agent. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. This notice constitutes a Borrowing Request and the [Borrower specified below] [the Company on behalf of the Borrower specified below] hereby gives you notice, pursuant to Section [2.03] [2.05] of the Credit Agreement, that it requests a Borrowing under the Credit Agreement, and in connection therewith specifies the following information with respect to such Borrowing: (A) Name of Borrower: 8 Addressee for Borrowings denominated in U.S. Dollars. 9 Addressee for Borrowings denominated in Alternative Currencies. (B) Class of Borrowing:10 (C) Currency and aggregate principal amount of Borrowing :11 [$][specify Alternative Currency for Revolving Borrowings] (D) Date of Borrowing (which is a Business Day): (E) Type of Borrowing:12 (F) Interest Period and the Banks last day thereof:13 (in such capacity, the “Administrative Agent”G) which amends Location and number of the Borrower’s account to which proceeds of the requested Borrowing are to be disbursed: [Name of Bank] (Account No.: ) [Issuing Bank to which proceeds of the requested Borrowing are to be disbursed: ]14 [(H) Jurisdiction from which payments of the principal and interest on such Borrowing will be made : ]15 The [Borrower specified above] [Company] hereby certifies that the conditions specified in Sections 4.02(a) and 4.02(b) of the Credit Agreement dated as of March 12have been satisfied and that, 2015 (as amended, supplemented or otherwise modified prior after giving effect to the date hereofBorrowing requested hereby, the “Existing Aggregate Revolving Credit Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a), 2.05(a) or 2.06(b) of the Credit Agreement”. 10 Specify Revolving Borrowing or Swingline Borrowing. 11 Must comply with Section 2.02(c) of the Credit Agreement. 12 Specify LIBOR Revolving Borrowing, EURIBOR Revolving Borrowing or ABR Borrowing (all Swingline Loans are ABR Loans), pursuant to which the Existing Banks have made available . If no election as to the Borrower a revolving credit facility (Type of Borrowing is specified, then the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined hereinrequested Borrowing shall be an ABR Borrowing.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of TexasNew York. October 12, 2011 To each of the Banks as defined in Lenders parties to the Amended and Restated Five Year Credit Agreement herein described and referred to Bank of America, N.A., as Administrative Agent below Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(ivSection 3.01(h)(iv) of the Second Amendment to Amended and Restated Five Year Credit Agreement Agreement, dated as of September 13October 12, 2016 2011 (the “AmendmentCredit Agreement”), by and among Omnicom Capital Inc. (“OCI”) among and Omnicom Finance plc (i) Xxxxxxx International“OFP”, Inc.and, a Delaware corporationtogether with OCI, as borrower the “Borrowers”), Omnicom Group Inc. (the “BorrowerGuarantor”), (ii) Xxxxxxx Restaurant Corporationthe banks, a Delaware corporation (“Xxxxxxx Restaurant”)financial institutions and other institutional lenders and initial issuing banks listed on the signature pages thereof, Xxxxxxx Florida, Citigroup Global Markets Inc., a Delaware corporation (“Xxxxxxx Florida”), X.X. Xxxxxx Securities LLC and Xxxxxxx TexasLynch, Inc.Pierce, a Delaware corporation (“Xxxxxxx Texas” Xxxxxx & Xxxxx Incorporated, as joint lead arrangers and together with Xxxxxxx Restaurant and Xxxxxxx Floridabook managers, each a “Guarantor” and together the “Guarantors”) as guarantorsJPMorgan Chase Bank, and (iii) the banks party thereto (the “Banks”), N.A. and Bank of America, N.A., as Administrative Agent syndication agents, HSBC Bank USA, National Association, Xxxxx Fargo Bank, National Association and Banco Bilbao Vizcaya Argentaria S.A., New York Branch, as documentation agents, and Citibank, N.A., as administrative agent (the “Agent”) for the Banks Lenders. Capitalized terms used herein without definition are used as defined in the Credit Agreement. We have acted as New York counsel for the Loan Parties in connection with the preparation, execution and delivery of the Credit Agreement. In connection with this opinion, we have examined originals or copies (in such capacityincluding conformed copies) of the following documents: (1) The Credit Agreement. (2) The documents furnished by the Loan Parties pursuant to Article III of the Credit Agreement (together with the Credit Agreement, the “Administrative AgentCredit Documents”). (3) The Certificate of Incorporation and all amendments thereto (the “Charter”) of each of OCI and the Guarantor (collectively, the “US Loan Parties”), as certified as of a recent date by a public official of the state of its incorporation. (4) The by-laws and all amendments thereto (the “By-laws”) of each US Loan Party, as certified to us by each US Loan Party. (5) A certificate of the Secretary of State of Connecticut, dated __________, 2011, attesting to the continued corporate existence of OCI in that State as of the date thereof. (6) A certificate of the Secretary of State of New York, dated __________, 2011 attesting to the continued corporate existence of the Guarantor in that State as of the date thereof. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such records, instruments and other documents, and have made such other investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. For the purposes hereof, we have assumed, with your permission and without independent verification of any kind: (a) that the signatures of persons signing all documents in connection with which amends this opinion is rendered are genuine; (b) the Borrower’s legal capacity of all natural persons; (c) that all documents submitted to us as originals or duplicate originals are authentic; and (d) that all documents submitted to us as copies, whether certified or not, conform to authentic original documents. As to questions of fact relevant to this opinion, we have assumed, without independent investigation or verification of any kind, the accuracy of the representations and warranties of the Loan Parties in the Credit Agreement dated and have relied upon certificates and oral or written statements and other information of public officials, and officers and representatives of the Loan Parties. For purposes of the opinion set forth in the paragraph numbered 1 below, we have relied solely upon copies of good standing certificates as certified by public officials as of March 12the dates and in the jurisdictions listed on Annex I hereto. In rendering the opinions expressed below, 2015 we have assumed, with your permission and without any independent investigation or verification of any kind, that: (i) OFP has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation and is duly qualified in each other jurisdiction in which the conduct of its business or the ownership of its property makes such qualification necessary; (ii) OFP has full power and authority to execute, deliver and perform the Credit Documents to which it is a party; (iii) the execution, delivery and performance of the Credit Documents by OFP have been duly authorized by all requisite corporate action on the part of OFP; (iv) the Credit Documents have been duly executed and delivered by OFP; and (v) the execution, delivery and performance of the Credit Documents by OFP do not and will not violate the Charter, By-laws or other organizational documents of OFP. We have further assumed, with your permission and without any independent investigation or verification of any kind, that the Credit Agreement constitutes the valid and legally binding obligation of each Person party thereto (other than the US Loan Parties and OFP), enforceable against such Person in accordance with its terms. Furthermore, in giving the opinions set forth in paragraphs numbered 4, 5 and 6 below, we express no opinion as amendedto state securities or blue sky laws. Based upon the foregoing, supplemented or otherwise modified prior and subject to the limitations set forth herein, we are of the opinion that: 1. Each US Loan Party (i) is a validly existing corporation under the laws of the jurisdiction of its incorporation listed on Annex I hereto and (ii) has the corporate power and authority to own its property and assets and to transact the business in which it is engaged. 2. Each US Loan Party has the corporate power to execute, deliver and perform the terms and provisions of the Credit Agreement and the Notes to be delivered by it and has taken all necessary corporate action to authorize the execution, delivery and performance of the Credit Agreement and the Notes to be delivered by it. Each US Loan Party has duly executed and delivered the Credit Agreement and the Notes delivered by it on the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing . 3. The Credit Agreement as so amended constitutes the legal, valid and binding obligation of each Loan Party enforceable against such Loan Party in accordance with its terms. Each Note to be delivered by a Loan Party, assuming due execution and delivery thereof by such Loan Party, will constitute the Amendmentlegal, the “Amended Credit Agreement”). Capitalized terms defined valid and binding obligation of such Loan Party enforceable against such Loan Party in the Amended Credit Agreement are used herein accordance with the same meaning unless otherwise defined hereinits terms.

General Provisions. This Assignment and Assumption shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. , This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law Laws of the State of TexasNew York. To each [Date] Global A&T Electronics Ltd. [ ] Attention: [ ] Ladies and Gentlemen: Reference is made to the Credit Agreement, dated as of the Banks as defined January 31, 2013, among GLOBAL A&T ELECTRONICS LTD., a company incorporated in the Credit Agreement herein described Cayman Islands with registered office at Xxxxxx Corporate Services Limited (formerly known as M&C Corporate Services Limited), X.X. Xxx 000, Xxxxxx Xxxxx, Grand Cayman, KY1-1104, Cayman Islands (the “Company”), each Subsidiary Borrower that becomes a party thereto and borrower thereunder in accordance with Section 2.13 thereto, (together with the Company, the “Borrowers” and each, a “Borrower”), each lender from time to Bank of Americatime party thereto (collectively, the “Lenders” and individually, a “Lender”), JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: This opinion is furnished Citicorp International Limited, as Security Agent, as amended, restated, extended, supplemented or otherwise modified in writing from time to you pursuant time. Pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated the Borrower appoints [ ] (at its office located on the date hereof at [[ ], Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx of America] [[ ] Singapore, Singapore]) as its authorized agent for service of September 13process, 2016 in its name, place and stead, to receive, on behalf of itself, services of copies of all summons and complaint and any other legal process which may be served in any action or proceeding brought in [New York state courts or U.S. federal courts sitting in New York][any competent court of Singapore] arising out of or in connection with such agreement. The undersigned hereby (a) informs you that it accepts such appointment by the “Amendment”Borrower as set forth in section 10.23 of such agreement and (b) among agrees with you that (i) Xxxxxxx Internationalit will not terminate such agency relationship prior to [ ], Inc., a Delaware corporation, as borrower (the “Borrower”)2014, (ii) Xxxxxxx Restaurant Corporationit will maintain an office in [New York, a Delaware corporation (“Xxxxxxx Restaurant”)New York, Xxxxxxx FloridaUnited States of America] [Singapore, Inc., a Delaware corporation (“Xxxxxxx Florida”), Singapore] at all times to and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” including such date and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, will give you prompt notice of any change of its address during such period and (iii) it will promptly forward to the banks party thereto Borrower at the address set forth above any summons, complaint or other process that the undersigned receives in connection with its appointment as such agent and attorney-in-fact of the Borrower. The undersigned acknowledges receipt of $ for such irrevocable [ ]-year appointment. This acceptance and agreement shall be binding upon the undersigned and all successors of the undersigned. Very truly yours, [ ] By: Name: Title: BORROWING SUBSIDIARY ASSUMPTION LETTER, dated as of 20 (this “Agreement”), among [NAME OF SUBSIDIARY BORROWER], a (the “BanksSubsidiary”), GLOBAL A&T ELECTRONICS LTD., a company incorporated in the Cayman Islands with registered office at Xxxxxx Corporate Services Limited (formerly known as M&C Corporate Services Limited), X.X. Xxx 000, Xxxxxx Xxxxx, Grand Cayman, KY1-1104, Cayman Islands (the “Company”), [INSERT OTHER BORROWERS, a (each a “Subsidiary Borrower”)] and Bank of AmericaJPMORGAN CHASE BANK, N.A., as Administrative Agent for the Banks administrative agent (in such capacity, the “Administrative Agent”) which amends for the Borrower’s several banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement Agreement, dated as of March 12January 31, 2015 (2013, as further amended, supplemented or otherwise modified prior from time to the date hereof, time (the “Existing Credit Agreement”), pursuant among the Company and the Subsidiary Borrowers referred to which the Existing Banks have made available to the Borrower a revolving credit facility therein (the Existing Credit Agreement as so amended by Company and the AmendmentSubsidiary Borrowers collectively, the “Amended Credit AgreementBorrowers”), the Syndication Agent named therein, the Documentation Agent named therein and the Administrative Agent and the Lenders. The parties hereto hereby agree as follows: 1. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined hereinAgreement.

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy or facsimile (or other electronic) transmission shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be deemed to be a contract made under, governed by, and construed in accordance with, the law laws of the State of Texas. To each New York (including for such purposes Sections 5-1401 and 5-1402 of the Banks as defined in General Obligations Law of the Credit Agreement herein described and State of New York) without regard to Bank conflicts of America, N.A., as Administrative Agent Ladies and Gentlemen: laws principles. This opinion Compliance Certificate is furnished to you delivered pursuant to § 3(a)(ivclause (c) of Section 7.1.1 of the Second Amendment to Lien Credit Agreement Agreement, dated as of September 135, 2016 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “AmendmentCredit Agreement”) ), among (i) Xxxxxxx InternationalHBI Branded Apparel Limited, Inc., a Delaware corporation, as borrower corporation (the “Borrower”), Hanesbrands Inc. (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (the “Xxxxxxx RestaurantCompany”), Xxxxxxx Floridathe Lenders, HSBC Bank USA, National Association, LaSalle Bank National Association and Barclays Bank PLC, as the Co-Documentation Agents, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated and Mxxxxx Sxxxxxx Senior Funding, Inc., a Delaware corporation (“Xxxxxxx Florida”)as the Co-Syndication Agents, and Xxxxxxx TexasCiticorp USA, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Floridaas the Administrative Agent, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of AmericaCitibank, N.A., as Administrative Agent for the Banks Collateral Agent, and Mxxxxxx Xxxxx Xxxxxx, Fxxxxx & Sxxxx Incorporated and Mxxxxx Sxxxxxx Senior Funding, Inc., as the joint lead arrangers and joint bookrunners (in such capacitycollectively, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit AgreementLead Arrangers”). Capitalized terms Terms used herein that are defined in the Amended Credit Agreement are used herein with the same meaning Agreement, unless otherwise defined herein., have the meanings provided (or incorporated by reference) in the Credit Agreement. Each of the Company and the Borrower hereby certifies, represents and warrants as follows in respect of the period (the “Computation Period”) commencing on ___ ___, ___and ending on ___ ___, ___(such latter date being the “Computation Date”) and with respect to the Computation Date:

General Provisions. This Affiliated Lender Assignment and Assumption Acceptance shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns. This Affiliated Lender Assignment and Assumption Acceptance may be executed in any number counterparts (and by different parties hereto on different counterparts), each of counterparts, which shall constitute an original but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of to this Affiliated Lender Assignment and Assumption Acceptance by telecopy facsimile transmission or in electronic (e.g., “pdf” or “tif”) format shall be as effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and AssumptionAcceptance. This Affiliated Lender Assignment and Assumption Acceptance and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Affiliated Lender Assignment and Acceptance and the transactions contemplated hereby shall be governed by, and construed in accordance with, with the law of the State of Texas. To each New York, without regard to conflict of laws principles that would result in the application of any law other than the law of the Banks as defined in the Credit Agreement herein described and to State of New York. Barclays Bank of America, N.A.PLC, as Administrative Agent 0000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxxxx Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Email: xxxXXXxxxXxx0@xxxxxxxx.xxx / Xxxxxx.Xxxxxxxx@xxxxxxxx.xxx Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13The undersigned, 2016 (the “Amendment”) among (i) Xxxxxxx InternationalENVIVA PARTNERS, Inc.LP, a limited partnership formed under the laws of Delaware corporation, as borrower (the “Borrower”), refers to that certain Credit Agreement, dated as of April 9, 2015 (ii) Xxxxxxx Restaurant Corporationas may be amended, a Delaware corporation (restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Xxxxxxx RestaurantCredit Agreement”), Xxxxxxx Floridaamong the Borrower, Inc.the Lenders from time to time party thereto, a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A.BARCLAYS BANK PLC, as Administrative Agent administrative agent for the Banks Lenders (in such capacity, including any successor thereto in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated and BARCLAYS BANK PLC, as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”)collateral agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement are used herein with that it requests a Borrowing under the same meaning unless otherwise defined hereinCredit Agreement, and in connection therewith sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing6 (which is a Business Day) (B) Principal Amount of Borrowing7 (C) Class of Borrowing8 (i) In the case of a Eurodollar Borrowing, this shall be at least three (3) Business Days after the delivery of the Borrowing Notice and (ii) in the case of an ABR Borrowing, this shall be at least one (1) Business Day after the delivery of the Borrowing Notice.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic communications shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance withwith the applicable law pertaining in the State of New York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. This governing law election has been made by the parties in reliance (at least in part) on Section 5—1401 of the General Obligations Law of the State of Texas. To each of the Banks New York, as defined in the Credit Agreement herein described amended (as and to Bank of Americathe extent applicable), N.A.and other applicable law. STANDARD TERMS AND CONDITIONS TO THE ASSIGNMENT AND ASSUMPTION, as Administrative Agent Solo Page EXHIBIT B, Cover Page To: JPMorgan Chase Bank, National Association Loan and Agency Services Group 00 Xxxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Attention: Xxx Xxxxxx Telephone: 000-000-0000 Telecopy: 000-000-0000 and each Lender Ladies and Gentlemen: This opinion Compliance Certificate (the “Certificate”) is furnished to you being delivered pursuant to § 3(a)(ivSection 5.01(c) of that certain Fourth Amended and Restated Revolving Credit Facility Agreement (as amended, the Second Amendment to Credit Agreement “Agreement”) dated as of September 13October 21, 2016 (the “Amendment”) 2011, among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower Lennox International Inc. (the “Borrower”), (ii) Xxxxxxx Restaurant CorporationJPMorgan Chase Bank, a Delaware corporation (“Xxxxxxx Restaurant”)National Association, Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”)as administrative agent, and Xxxxxxx Texasthe Lenders named therein. All capitalized terms, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein., shall have the same meanings as in the Agreement. All the calculations set forth below shall be made pursuant to the terms of the Agreement. The undersigned, an authorized financial officer of the Borrower in his capacity as such financial officer and not in his individual capacity, does hereby certify to the Administrative Agent and the Banks that:

General Provisions. This Affiliated Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Affiliated Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Assignment and Assumption by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Affiliated Assignment and Assumption. This THIS AFFILIATED ASSIGNMENT AND ASSUMPTION AND ANY CLAIM, CONTROVERSY OR DISPUTE UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT (AT LAW OR IN EQUITY), TORT OR ANY OTHER THEORY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW. The Assignor acknowledges and agrees that in connection with this Affiliated Assignment and Assumption, (1) each of the Borrower and its Subsidiaries and the Administrative Agent may possess information regarding the Borrower and its Affiliates not known to the Assignor and that may be material to a decision by the Assignor to participate in the transactions contemplated by this Affiliated Assignment and Assumption (including material non-public information) (“Excluded Information”), (2) the Assignor has independently and, without reliance on the Borrower or any of its Subsidiaries or Affiliates or the Administrative Agent or any other Agent Party, made its own analysis and determination to enter into this Affiliated Assignment and Assumption notwithstanding the Assignor’s lack of knowledge of the Excluded Information, (3) none of the Borrower or its Subsidiaries or Affiliates or the Administrative Agent or any other Agent Party shall be governed byhave any liability to the Assignor, and construed in accordance withthe Assignor hereby waives and releases, to the law extent permitted by law, any claims the Assignor may have against the Borrower and its Subsidiaries and Affiliates and the Administrative Agent and any other Agent Party, under applicable laws or otherwise, with respect to the nondisclosure of the State of TexasExcluded Information and (4) the Excluded Information may not be available to the Administrative Agent or the other Lenders. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaXxxxxx Xxxxxxx Senior Funding, N.A.Inc., as Administrative Agent for the Lenders party to the Term Loan Agreement referred to below Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13The undersigned, 2016 (the “Amendment”) among (i) Xxxxxxx InternationalUber Technologies, Inc., a Delaware corporation, as borrower Inc. (the “Borrower”), refers to the Term Loan Agreement, dated as of July 13, 2016 (ii) Xxxxxxx Restaurant Corporationas amended, a Delaware corporation (restated, amended and restated, extended, supplemented and/or otherwise modified from time to time, the “Xxxxxxx RestaurantTerm Loan Agreement”, the terms defined therein being used herein as therein defined), Xxxxxxx Floridaamong the Borrower, Inc., a Delaware corporation the lenders from time to time party thereto (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “GuarantorLender” and together collectively, the “GuarantorsLenders”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A.you, as Administrative Agent for the Banks (in such capacityLenders, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12and hereby gives you notice, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”)irrevocably, pursuant to which Section 2.03 of the Existing Banks have made available Term Loan Agreement, that the undersigned hereby requests a Borrowing under the Term Loan Agreement, and in that connection sets forth below the information relating to the Borrower a revolving credit facility such Borrowing (the Existing Credit Agreement “Proposed Borrowing”) as so amended required by Section 2.03 of the AmendmentTerm Loan Agreement: (i) The Business Day of the Proposed Borrowing is _________, 20____.1 (ii) The aggregate principal amount of the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined hereinProposed Borrowing is [________].2 (iii) The Proposed Borrowing is to consist of [ABR Loans] [Eurodollar Loans].

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks as defined in Lenders party to the Amended and Restated Credit Agreement herein described dated as of December 11, 2018 among AT&T Inc., said Lenders and to Bank of AmericaCitibank, N.A., as Administrative Agent for said Lenders, and to Citibank, N.A., as Agent Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) I am the Vice President – Associate General Counsel and Assistant Secretary of the Second Amendment to Credit Agreement dated as of September 13, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, AT&T Inc., a Delaware corporation (the “Xxxxxxx FloridaCompany”). I am providing this opinion to you pursuant to Section 3.01(g)(iv) of the Amended and Restated Credit Agreement, and Xxxxxxx Texasdated as of December , Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto 2018 (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among the Company, the Lenders party thereto and Citibank, N.A., as Agent for said Lenders. Except as otherwise indicated, initially capitalized terms used in this opinion without definition shall have the meanings assigned to such terms in the Credit Agreement. In my capacity as Vice President – Associate General Counsel and Assistant Secretary, I have reviewed or been made aware of the terms of those corporate and other records and documents I considered appropriate, including the Credit Agreement. As to certain matters of fact, I have relied upon (i) representations of the Company set forth in, and the certificates of public officials and certain officers of the Company delivered pursuant to, the Credit Agreement and (ii) oral or written statements and representations of individuals upon whom I believe I am justified in relying. As to certain opinions expressed herein, I have relied on the opinions of members of my staff upon whom I believe I am justified in relying. I have also examined or caused to be examined such other instruments and have made or directed to be made such other investigations as I have deemed necessary in connection with the opinions set forth below. With respect to my consideration of those questions of law that I have considered relevant for this opinion, I have relied upon the certifications, representations, opinions and conclusions of law of various attorneys in the AT&T legal department with responsibility, in whole or in part, for the areas that are the subject of the opinions set forth herein. I have assumed the genuineness of all signatures, the legal capacity of all natural persons executing agreements, instruments or documents, the completeness and authenticity of all documents submitted to me as originals and the conformity with originals of all documents submitted to me as copies. On the basis of such analysis, my reliance upon the assumptions in this opinion and my consideration of such questions of law that I considered relevant, and subject to the limitations and qualifications in this letter, I am of the opinion that: 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 2. The Credit Agreement has been duly authorized, executed and delivered, and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms. 3. Neither the execution and delivery of the Credit Agreement or the issuance of the Notes, nor the borrowings contemplated thereunder, nor the fulfillment of the terms thereof will conflict with, result in a breach of, or constitute a default under, the charter or bylaws of the Company or the terms of any indenture or other agreement or instrument known to me and to which the Existing Banks have made available Company is a party or by which the Company is bound, or any applicable law, order or regulation constituting Included Laws known to me to be applicable to the Borrower a revolving credit facility (Company of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined hereinCompany.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of Texas. To each of Bank One, NA, as the Banks as defined in Administrative Agent (the “Administrative Agent”) under the Credit Agreement herein described Described Below. Re: Senior Term Credit Agreement, dated May 21, 2004 (as the same may be amended or modified, the “Credit Agreement”), among Xxxxxxx Xxxxxxxx Energy, Inc. and to CWEI-SWR, Inc. (the “Borrowers”), Warrior Gas Co., CWEI Acquisitions, Inc., Xxxxxx Pass Acquisition L.L.C. and CWEI Xxxxxx Pass Acquisition Corp. (“Guarantors”), the Lenders named therein, Bank One, NA, as the Administrative Agent, Union Bank of AmericaCalifornia, N.A., as the Syndication Agent, and Bank of Scotland, as the Co-Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement. Administrative Agent Ladies is specifically authorized and Gentlemen: This opinion is furnished directed to you pursuant act upon the following money transfer instructions with respect to § 3(a)(iv) the proceeds of the Second Amendment to Credit Agreement dated as initial Advance. Facility Identification Number(s) Customer/Account Name Transfer Funds To For Account No. Reference/Attention To Authorized Officer (Customer Representative) Date (Please Print) Signature Bank Officer Name Date (Please Print) Signature Each of September 13, 2016 (the “Amendment”) among (i) Xxxxxxx InternationalXxxxxxxx Energy, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Floridaand CWEI-SWR, Inc., a Delaware corporation (collectively, the “Xxxxxxx FloridaBorrowers”), jointly and severally, promise to pay to the order of (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrowers pursuant to Article II of the Agreement (as hereinafter defined), in immediately available U.S. Dollars at the main office of Bank One, NA, in Chicago, Illinois, as the Administrative Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrowers shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of 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 is one of the Notes issued pursuant to, and is entitled to the benefits of, the Senior Term Credit Agreement dated as of May 21, 2004 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrowers, certain guarantors a party thereto, the lenders party thereto, including the Lender, and Bank One, NA, as the Administrative Agent, Union Bank of California, N.A., as the Syndication Agent, and Bank of Scotland, as the Co-Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and is guaranteed pursuant to the Guaranty as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. By: Print Name: Title: By: Print Name: Title: This Certificate of Effectiveness (this “Certificate”) is executed as of May [ ], 2004, by and between Xxxxxxx TexasXxxxxxxx Energy, Inc., a Delaware corporation, and CWEI-SWR, Inc., a Delaware corporation (collectively, the “Xxxxxxx Texas” Borrowers”), Warrior Gas Co., a Texas corporation, CWEI Acquisitions, Inc., a Delaware corporation, Xxxxxx Pass Acquisition L.L.C., a Delaware limited liability company, and together with Xxxxxxx Restaurant and Xxxxxxx FloridaCWEI Xxxxxx Pass Acquisition Corp., each a “Guarantor” and together Delaware corporation (collectively, the “Guarantors”) ), Union Bank of California, N.A., as guarantors, and (iii) the banks party thereto (the “Banks”)Syndication Agent, and Bank of America, N.A.Scotland, as the Co-Agent, and Bank One, NA, with its main office in Chicago, Illinois, as the Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends for the Borrower’s Lenders under and as defined in that certain Senior Term Credit Agreement (the “Agreement”) dated as of March 12May 21, 2015 (as amended2004 by and among the Borrowers, supplemented or otherwise modified prior to the date hereofGuarantors, the “Existing Credit Agreement”), Administrative Agent and the Lenders named therein. This Certificate is executed pursuant to which Section 0 of the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, and is the “Amended Credit Agreement”)Certificate of Effectiveness” therein referenced. Capitalized Unless otherwise defined herein, all terms defined in the Amended Credit Agreement are used herein with their initial letter capitalized shall have the same meaning unless otherwise defined herein.given such terms in the Agreement. The Borrowers and the Administrative Agent on behalf of itself and the Lenders hereby acknowledge and agree as follows:

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance; provided, however, that it shall be promptly followed by an original. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaXxxxx Fargo Bank, N.A., National Association as Administrative Agent [and Issuing Bank] for the Lenders referred to below 1525 West XX Xxxxxx Blvd. 1B1, MAC D1109-019 Xxxxxxxxx, XX 00000 Attention: Agency Services Ladies and Gentlemen: This opinion Reference is furnished made to you pursuant to § 3(a)(iv) of the Second Amendment to Amended and Restated Credit Agreement dated as of September 1330, 2016 (the “Amendment”) 2016, among (i) Xxxxxxx International, Inc.SEMGROUP CORPORATION, a Delaware corporation, as borrower corporation (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks LENDERS party thereto (the “Banks”)from time to time, and Bank of AmericaXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated and Collateral Agent, XXXXX FARGO SECURITIES, LLC, CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK AG NEW YORK BRANCH, THE BANK OF NOVA SCOTIA, RBC CAPITAL MARKETS, LLC and TD SECURITIES (USA) LLC], as of March 12Joint Lead Arrangers, 2015 CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK AG NEW YORK BRANCH and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents and RBC CAPITAL MARKETS, LLC and TD SECURITIES (USA) LLC, as Co-Documentation Agents (as amended, restated, amended and restated, supplemented or otherwise modified prior from time to the date hereoftime, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in the Amended Credit Agreement are used herein Agreement. This notice constitutes a Borrowing Request of the Borrower and the Borrower hereby requests Borrowings under the Credit Agreement, and in that connection the Borrower specifies the following information with the same meaning unless otherwise defined herein.respect to such Borrowings requested hereby: For a Revolving Facility Borrowing or issuance of Revolving Letter of Credit, (A) Borrower [and Name of Account Party]1: (B) Aggregate or Face Amount of Borrowing: US$/C$ (C) Date of Borrowing (which shall be a Business Day):

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy electronic transmission (i.e. “pdf”) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to Bank of America[Date] MUFG Bank, N.A.Ltd. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, as Administrative Agent Xxx Xxxx 00000 Attention: Xxxxxxxx Xxxx with a copy to: MUFG Bank, Ltd. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Agency Desk Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13The undersigned, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc.HollyFrontier Corporation, a Delaware corporation, as borrower corporation (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together refers to the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Senior Unsecured 5-Year Revolving Credit Agreement dated as of March 12July 1, 2015 2014 (as amended by the First Amendment to Senior Unsecured 5-Year Revolving Credit Agreement dated as of February 16, 2017 and as the same may be further amended, restated, supplemented or otherwise modified prior from time to the date hereoftime, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized with terms defined in the Amended Credit Agreement are and not otherwise defined herein being used herein with as therein defined) among the same meaning unless otherwise defined Borrower, MUFG Bank, Ltd., as Administrative Agent, Swingline Lender and an Issuing Bank, the Lenders and other Persons from time to time party thereto. The Borrower hereby notifies you, pursuant to Section 2.02 of the Credit Agreement, that it has arranged for the aggregate amount of the Commitments under the Credit Agreement to be increased by adding to the Credit Agreement the CI Lenders referenced below and/or by allowing one or more existing Lenders to increase their respective Commitments. With respect thereto, the Borrower sets forth below the information relating to such proposed Commitment Increase as required by Section 2.02(b) of the Credit Agreement: (a) the effective date of such increase of aggregate amount of the Lenders’ Commitments is ________________ (herein., the “Commitment Increase Effective Date”)4; (b) the amount of the requested increase of the Commitments is $________________ (the “Commitment Increase”);

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. Any attempted assignment or transfer by Lender that does not comply with the terms and conditions of Section 10.07 of the Credit Agreement shall be null and void. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaUBS AG, N.A.Stamford Branch, as Administrative Agent Ladies and Gentlemen000 Xxxxxxxxxx Xxxxxxxxx, 0xx Xxxxx Xxxxxxxx, XX 00000 Attention: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Term Loan Administration Fax: Email: Re: Credit Agreement Agreement, dated as of September 13December 21, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 2017 (as amended, restated, extended, supplemented or otherwise modified prior in writing from time to the date hereoftime, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower by and among Chloe Ox Intermediate 3, LLC, a revolving credit facility (the Existing Credit Agreement as so amended by the AmendmentDelaware limited liability company, Chloe Ox Parent, LLC, a Delaware limited liability company, the “Amended Credit Agreement”)other Guarantors party thereto from time to time, UBS AG, Stamford Branch, as Administrative Agent and Collateral Agent, and each lender from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement are used herein with Agreement. Dear Sir or Madam: The undersigned (the same meaning unless otherwise defined herein“Proposed Affiliate Assignee”) hereby gives you notice, pursuant to Section 10.07(k) of the Credit Agreement, that (a) it has entered into an agreement to purchase via assignment a portion of the Term Loans under the Credit Agreement, (b) the assignor in the proposed assignment is [●], (c) immediately after giving effect to such assignment, the Proposed Affiliate Assignee will be an Affiliated Lender, (d) the principal amount of Term Loans to be purchased by such Proposed Affiliate Assignee in the assignment contemplated hereby is $[●], (e) the aggregate amount of all Term Loans held by such Proposed Affiliate Assignee is $[●] (f) [it is an “insider” under Section 101(31) of the Title 11 of the United States Code], and1 (g) the proposed effective date of the assignment contemplated hereby is [[●], 20[●]].

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaApril 27, 2012 JPMorgan Chase Bank, N.A., as Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 The Lenders party to the Credit Agreement defined below Ladies and Gentlemen: This opinion is furnished We have acted as special New York counsel to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13, 2016 (the “Amendment”) among (i) Xxxxxxx InternationalWatsco, Inc., a Delaware corporation, as borrower Florida corporation (the “BorrowerWatsco”), (ii) Xxxxxxx Restaurant CorporationWatsco Canada, Inc., a Delaware Canadian corporation (“Xxxxxxx Restaurant‘”Watsco Canada”), Xxxxxxx FloridaWatsco Holdings, Inc., a Delaware corporation (“Xxxxxxx FloridaHoldings”), and Xxxxxxx TexasWatsco Holdings II, Inc., a Delaware corporation (“Xxxxxxx TexasHoldings II”), Watsco Holdings III, LLC, a Delaware limited liability company (“Holdings III”), East Coast Metal Distributors LLC, a Delaware limited liability company (“East Coast Metal”), Xxxxx Distributing Company LLC, a Delaware limited liability company (“Xxxxx”) and Gemaire Distributors LLC, a Delaware limited liability company (“Gemaire” and together collectively with Xxxxxxx Restaurant Watsco, Holdings, Holdings II, Holdings III, East Coast Metal and Xxxxxxx FloridaXxxxx, each a “Guarantor” and together the “Guarantors”) US Loan Parties” and, collectively, the US Loan Parties with Watsco Canada, the “Loan Parties” ), in connection with the Credit Agreement, dated as guarantors, and (iii) of the banks party thereto date hereof (the “BanksCredit Agreement”), by and Bank of Americaamong Watsco, Watsco Canada, the Canadian Subsidiary Borrowers from time to time party thereto, Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent for the Banks administrative agent (in such capacity, the “Administrative Agent”) which amends and collateral agent. Capitalized terms used but not defined herein have the Borrower’s meaning given them in the Credit Agreement Agreement. We give this opinion at the request of Watsco and Watsco Canada pursuant to Section 4.01(b) of the Credit Agreement. In giving this opinion, we have examined: (i) the Credit Agreement; (ii) the Notes; (iii) the Subsidiary Guaranty, dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, among the Loan Parties (other than Watsco and Watsco Canada) and the Administrative Agent (the “Existing Credit Agreement”)Subsidiary Guaranty” and, pursuant to which collectively with the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by and the AmendmentNotes, the “Amended Loan Documents”); (iv) the Articles of Incorporation of Watsco, filed on July 14, 1956, together with all amendments thereto, as certified to us by the Secretary of State of the State of Florida as being true and correct as of April 25, 2012; (v) the By-laws of Watsco, as certified to us by an officer of Watsco as being true and correct as of the date hereof; (vi) a Certificate of active status relating to Watsco issued by the Florida Department of State, dated as of April 20, 2012; (vii) the Certificate of Incorporation of Holdings, filed on November 5, 1992, together with all amendments thereto, as certified to us by the Secretary of State of the State of Delaware as being true and correct as of April 26, 2012; (viii) the By-laws of Holdings, as certified to us by an officer of Holdings as being true and correct as of the date hereof; (ix) a Certificate of Good Standing relating to Holdings issued by the Delaware Secretary of State, dated as of April 20, 2012 (x) the Certificate of Incorporation of Holdings II, filed on June 23, 2009, together with all amendments thereto, as certified to us by the Secretary of State of the State of Delaware as being true and correct as of April 24, 2012; (xi) the By-laws of Holdings II, as certified to us by an officer of Holdings II as being true and correct as of the date hereof; (xii) a Certificate of Good Standing relating to Holdings II issued by the Delaware Secretary of State, dated as of April 20, 2012; (xiii) the Certificate of Formation of Holdings III, filed on March 18, 2011, as certified to us by the Secretary of State of the State of Delaware as being true and correct as of April 26, 2012; (xiv) the Operating Agreement of Holdings III, as certified to us by an officer of East Coast Metal as being true and correct as of the date hereof; (xv) a Certificate of Good Standing relating to Holdings III issued by the Delaware Secretary of State, dated as of April 20, 2012; (xvi) the Certificate of Formation of East Coast Metal, filed on January 3, 2005, as certified to us by the Secretary of State of the State of Delaware as being true and correct as of April 24, 2012; (xvii) the Operating Agreement of East Coast Metal, as certified to us by an officer of East Coast Metal as being true and correct as of the date hereof; (xviii) a Certificate of Good Standing relating to East Coast Metal issued by the Delaware Secretary of State, dated as of April 20, 2012; (xix) the Certificate of Formation of Xxxxx, filed on December 27, 2002, as certified to us by the Secretary of State of the State of Delaware as being true and correct as of April 24, 2012; (xx) the Operating Agreement of Xxxxx, as certified to us by an officer of Xxxxx as being true and correct as of the date hereof; (xxi) a Certificate of Good Standing relating to Xxxxx issued by the Delaware Secretary of State, dated as of April 20, 2012; (xxii) the Certificate of Formation of Gemaire, filed on December 20, 2002, as certified to us by the Secretary of State of the State of Delaware as being true and correct as of April 24, 2012; (xxiii) the Operating Agreement of Gemaire, as certified to us by an officer of Gemaire as being true and correct as of the date hereof; and (xxiv) a Certificate of Good Standing relating to Gemaire issued by the Delaware Secretary of State, dated as of April 20, 2012. Our opinions expressed in paragraphs 1 through 3 as to the “active status” or good standing of the Loan Parties under the laws of the State of Florida or Delaware, as the case may be, are based solely upon the certificates of active status and good standing listed above without further investigation as to the criteria for “active status” or good standing or any related legal issues, and we have made no additional investigation after the respective dates of those items in rendering such opinions. In giving this opinion, we have assumed, with your permission, the genuineness of all signatures, the legal capacity of natural persons, the conformity to originals of all documents submitted to us as copies, the accuracy and completeness of certificates of public officials, and the authenticity of all documents we have examined. As to questions of fact (as opposed to legal conclusions) relevant to this opinion (including questions of fact related to the opinion provided in paragraph 9 below), with your permission and without any independent investigation or verification, we have relied upon, and assumed the accuracy of, the representations and warranties of each party to the Loan Documents and have relied upon certificates of officers of each of the Loan Parties and oral and written statements of certain public officials. We also have assumed, with your permission and without any independent verification, compliance by each party (other than the Loan Parties) to any Loan Document with its respective agreements in such Loan Document. For purposes of this opinion, we have assumed, with your permission and without any independent verifications, that (i) no Loan Party’s articles of incorporation, certificate of incorporation, certificate of formation, articles of organization or certificate of limited partnership will be further amended and that no such further amendment is pending or has been proposed, and (ii) there are no proceedings pending or contemplated for (A) the merger, consolidation, conversion, dissolution, liquidation or termination of any Loan Party or (B) any Loan Party’s transfer to or domestication in any other jurisdiction. In addition, we have assumed, with your permission and without any independent verification, that, (i) each party to any Loan Document (other than the US Loan Parties) is duly organized and existing under the laws of its jurisdiction; (ii) each party to any Loan Document (other than the US Loan Parties) has the requisite power and authority to execute, deliver and perform its obligations under such Loan Document; (iii) the execution, delivery and performance by each party to any Loan Document (other than the US Loan Parties) of such Loan Document has been duly authorized by all requisite action on the part of such party; (iv) each Loan Document has been duly executed and delivered by each party to each Loan Document (other than the US Loan Parties); (v) each Loan Document constitutes the legal, valid and binding obligation of each party to it (other than the Loan Parties) and is enforceable against each such party in accordance with its terms; (vi) no approval, authorization or other action by, or filing with, any governmental authority (other than those as to which we express our opinion in paragraphs 7 and 8 below) is required to authorize or is required in connection with the execution, delivery or performance by the Loan Parties of the Loan Documents or the transactions contemplated by the Loan Documents; (vii) the execution, delivery and performance of each of the Loan Parties’ obligations under the Loan Documents does not and will not violate, breach or constitute a default under, or require any consent under, (x) any statute, rule, law or regulation to which such Loan Party is subject (other than statutes, rules, laws and regulations as to which we express our opinion in paragraph 8 below), (y) any order, writ, injunction or decree not known to us of any court or governmental authority or any arbitral award (other than orders, writs, injunctions or decrees as to which we express our opinion in paragraph 8 below), or (z) any agreement or instrument to which any Loan Party or its properties are subject (other than agreements or instruments as to which we express our opinion in paragraph 8 below); and (viii) the proceeds of all credit extensions under the Credit Agreement will be used in accordance with any provisions regarding the use of proceeds under the Credit Agreement”). Capitalized terms defined Whenever in this opinion letter any statement is made to our “knowledge” or any statement refers to matters “known to us,” it means the actual knowledge and conscious awareness, without any independent verification, of the attorneys in our firm who have been directly involved in acting as counsel to the Loan Parties in connection with the transactions provided for in the Amended Credit Agreement Loan Documents and the Related Agreements. Based upon and subject to the foregoing and the limitations and qualifications set forth below, we are used herein with of the same meaning unless otherwise defined hereinopinion that: 1. Watsco is a corporation organized under Florida law and its corporate status is active. Watsco has the corporate power and authority to enter into and to perform its obligations under each Loan Document to which it is a party. 2. Each of Holdings and Holdings II is a corporation, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to enter into and to perform its obligations under each Loan Document to which it is a party. 3. Each of Holdings III, East Coast Metal, Xxxxx and Germaire is a limited liability company, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to enter into and to perform its obligations under each Loan Document to which it is a party.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each THIS BORROWING SUBSIDIARY AGREEMENT is dated as of [ ], among YRC WORLDWIDE INC., a Delaware corporation (the Banks as defined in “Company”), [Name of Borrowing Subsidiary], a [ ] (the Credit Agreement herein described “New Borrowing Subsidiary”), and to Bank of AmericaJPMorgan Chase Bank, N.A.National Association, as Administrative Agent Ladies and Gentlemen: This opinion (the “Administrative Agent”). Reference is furnished hereby made to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13August 17, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 2007 (as further amended, restated, supplemented or otherwise modified prior from time to the date hereoftime, the “Existing Credit Agreement”), pursuant to which among the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the AmendmentCompany, the “Amended Credit Agreement”)Canadian Borrowers from time to time party thereto, the UK Borrowers from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, National Association, as Administrative Agent, JPMorgan Chase Bank, National Association, Toronto Branch, as Canadian Agent, and X.X. Xxxxxx Europe Limited, as UK Agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to (and, in the case of Canadian Borrowers, accept Drafts of) the Canadian Borrowers and the UK Borrowers, and the Company and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a [Canadian Borrower] [UK Borrower]. Each of the Company and the New Borrowing Subsidiary represents and warrants that the representations and warranties of the Company in the Credit Agreement relating to the New Borrowing Subsidiary and this Agreement are used herein true and correct on and as of the date hereof, other than representations given as of a particular date, in which case they shall be true and correct as of that date. [The Company and the New Borrowing Subsidiary further represent and warrant that the execution, delivery and performance by the New Borrowing Subsidiary of the transactions contemplated under this Agreement and the use of any of the proceeds raised in connection with this Agreement will not contravene or conflict with the same meaning unless otherwise defined hereinprovisions of section 151 of the Companies Xxx 0000 of England and Wales (as amended).]1 The Company agrees that the Guarantee of the Company contained in the Credit Agreement will apply to the Obligations of the New Borrowing Subsidiary. Upon execution of this Agreement by each of the Company, the New Borrowing Subsidiary and the Administrative Agent, the New Borrowing Subsidiary shall be a party to the Credit Agreement and shall constitute a [“Canadian Borrower”] [“UK Borrower”] for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement that are applicable to [Canadian Borrowers] [UK Borrowers]. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 1 To be included only if a New Borrowing Subsidiary will be a UK Borrower.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed byTHIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Credit Suisse AG, and construed in accordance with, the law of the State of Texas. To each of the Banks as defined in the Credit Agreement herein described and to Bank of America, N.A.Cayman Islands Branch, as Administrative Agent for the Lenders referred to below, Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention of [ ] Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13The undersigned, 2016 (the “Amendment”) among (i) Xxxxxxx InternationalDynegy Midwest Generation, Inc.LLC, a Delaware corporation, as borrower limited liability company (the “Borrower”), (ii) Xxxxxxx Restaurant Corporationrefers to that certain Credit Agreement, dated as of August 5, 2011, among the Borrower, DYNEGY COAL INVESTMENTS HOLDINGS, LLC, a Delaware corporation limited liability company (“Xxxxxxx RestaurantIntermediate Holdings”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks lenders from time to time party thereto (the “BanksLenders”), and Bank of AmericaCREDIT SUISSE AG, N.A., CAYMAN ISLANDS BRANCH as Administrative Agent for the Banks administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral trustee (in such capacity, including any successor thereto, the “Collateral Trustee”) for the Lenders, CREDIT SUISSE SECURITIES (USA) LLC and XXXXXXX XXXXX LENDING PARTNERS LLC, as Joint Bookrunners and Joint Lead Arrangers (collectively, the “Joint Lead Arrangers”) and CREDIT SUISSE SECURITIES (USA) LLC and XXXXXXX SACHS LENDING PARTNERS, LLC, as Joint Syndication Agents and Co-Documentation Agents. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in connection therewith sets forth below the terms on which amends such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) (B) Principal Amount of Borrowing (C) Type of Borrowing1 (D) Interest Period and the last day 1 Specify Eurodollar Borrowing or ABR Borrowing. If no election is specified, the Borrowing shall be an ABR Borrowing. thereof2 (E) Funds are requested to be disbursed to the Borrower’s account with (Account No. ). The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, on the date of this Borrowing Request and on the date of the related Borrowing, the conditions to lending specified in paragraphs (y) and (z) of Article IV of the Credit Agreement have been satisfied. (Signature page follows) 2 Applicable only for Eurodollar Borrowings and shall be subject to the definition of “Interest Period” and Section 2.02 of the Credit Agreement and end not later than the Maturity Date. If no election is specified for Eurodollar Borrowings, the Interest Period shall be one month. DYNEGY MIDWEST GENERATION, LLC By: Name: Title: [ ], “Mortgagor” Dated as of August , 2011 County: [ ] State: [ ] THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, FINANCING STATEMENT AND FIXTURE FILING (this “Mortgage”) is dated as of March 12August , 2015 2011, by and from [ ], a [ ] (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit AgreementMortgagor”), pursuant whose address is c/o [ ] to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the AmendmentSuisse AG, Cayman Islands Branch, the Cayman Islands Branch of a bank organized and existing under the laws of Switzerland, not in its individual capacity but solely as Collateral Trustee (in such capacity, “Amended Credit AgreementCollateral Trustee”). Capitalized terms ) for the benefit of the Secured Parties, each as defined in the Amended Credit Intercreditor Agreement are used herein referenced below, having an address at 00 Xxxxxxx Xxxxxx, Xxx Xxxx Xxx Xxxx 00000 (Collateral Trustee, together with the same meaning unless otherwise defined hereinits successors and assigns in such capacity, “Mortgagee”).

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks PNC Bank, National Association as defined in Administrative Agent The Tower at PNC Plaza 000 Xxxxx Xxx., 00xx Xxxxx Xxxxxxxxxx, XX 00000 Attn: Xxxxxx Companies Account Manager Each Lender party to the Credit Agreement herein described and referred to Bank of America, N.A., as Administrative Agent below Ladies and Gentlemen: This opinion Reference is furnished made to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement that certain Loan Agreement, dated as of September 13November 1, 2016 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “AmendmentCredit Agreement”) ), among (i) Xxxxxxx InternationalThe Xxxxxx Companies, Inc., a Delaware corporation, as borrower corporation (the “Borrower”), PNC Bank, National Association, as administrative agent (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (the “Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx FloridaAdministrative Agent”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks lender from time to time party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit AgreementLenders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Amended Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, the undersigned hereby certifies, in the capacity set forth below and not in any individual capacity, to the Administrative Agent and the Lenders as follows: (a) I am the duly elected [Chief Financial Officer]1 of the Borrower. (b) I am familiar with the terms of the Credit Agreement are used herein with and the same meaning unless otherwise defined hereinother Loan Documents, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of Texas. To each New York without regard to conflicts of principles of law that would require the application of the Banks as defined in the Credit Agreement herein described and to Bank laws of Americaanother jurisdiction. UBS AG, N.A.Stamford Branch, as Administrative Agent for the Lenders referred to below, 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: [ ] Ladies and Gentlemen: This opinion Reference is furnished made to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13January 18, 2016 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “AmendmentCredit Agreement”) among (i) Xxxxxxx International, Inc.MATTRESS HOLDING CORP., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant CorporationMATTRESS HOLDCO, INC., a Delaware corporation (“Xxxxxxx RestaurantHoldings”), Xxxxxxx Florida, Inc., a Delaware corporation the Subsidiary Guarantors (“Xxxxxxx Florida”such term and each other capitalized term used but not defined herein having the meaning given to it in Article I of the Agreement), and Xxxxxxx Texasthe Lenders, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A.UBS SECURITIES LLC, as Administrative Agent for the Banks lead arranger (in such capacity, the “Arranger”), as documentation agent (in such capacity, “Documentation Agent”) and as syndication agent (in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) which amends for the Borrower’s Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to that it requests a Borrowing under the date hereof, the “Existing Credit Agreement”, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Class of Borrowing [Revolving Borrowing] [Term Loan] [Swingline Loan] (B) Principal amount of Borrowing(7), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or by electronic transmission such as a .pdf shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of __________ ³Capitalized terms used but not defined herein shall have the Banks as defined meanings given to them in the Amended and Restated Credit Agreement herein described dated as of August 17, 2016 and as may be amended, restated, supplemented or otherwise modified from time to Bank of Americatime, among Delphi Corporation, Delphi Automotive PLC, the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto, the Issuing Banks from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of AmericaAgent. JPMorgan Chase Bank, N.A., as Administrative Agent for the Banks (in such capacityLenders referred to below, Loan and Agency Services Group 000 Xxxxxxx Xxxxxxxxxx Xxxx, Ops 2 Newark, DE 19713-2107 Attention: Xxx Xxxxxxxx Telecopy No. 000-000-0000 Email: xxx.x.xxxxxxxx@xxxxxxxx.xxx Re: Delphi Corporation Ladies and Gentlemen: Reference is made to the “Administrative Agent”) which amends the Borrower’s Amended and Restated Credit Agreement dated as of March 12August 17, 2015 2016 (as may be amended, restated, supplemented or otherwise modified prior from time to the date hereoftime, the “Existing Credit Agreement”), among Delphi Corporation (the “Company”), Delphi Automotive PLC, the Subsidiary Borrowers from time to time thereto, the Lenders from time to time party thereto, the Issuing Banks from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. The Company hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests on its behalf a Borrowing under the Credit Agreement, and in connection therewith sets forth below the terms on which such Borrowing is requested to be made: (A) Identity of Borrower ________________ (B) Aggregate principal amount and currency of Borrowing [$][€][£][CAD$][Mexican Pesos] ________________ (C) Class of Borrowing ________________ (D) Date of Borrowing (which is a Business Day) ________________ (E) Type of Borrowing [ABR] [Eurocurrency] [Canadian Prime Rate] [BA Drawing] Borrowing (E) [Interest Period and the Existing Banks have made available last day thereof (which shall be subject to the Borrower definition of “Interest Period” in the Credit Agreement)]4 [Contract Period (which shall be subject to the definition of “Contract Period” in the Credit Agreement]5 ________________ (F) Funds are requested to be disbursed to Company to [location/number of account]. ___________________ 4 To be included in the case of a revolving credit facility (Eurocurrency Borrowing. 5 To be included in the Existing case of BA Drawings. The undersigned hereby represents and warrants to the Administrative Agent and the Lenders that the conditions to lending specified in Section 4.02 of the Credit Agreement will be satisfied as so amended by of the Amendmentdate of the Borrowing set forth above. DELPHI CORPORATION By: ____________________________________ Name: Title: JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below, Loan and Agency Services Group 000 Xxxxxxx Xxxxxxxxxx Xxxx, Ops 2 Newark, DE 19713-2107 Attention: Xxx Xxxxxxxx Telecopy No. 000-000-0000 Email: xxx.x.xxxxxxxx@xxxxxxxx.xxx Re: Delphi Corporation Ladies and Gentlemen: Reference is made to the Amended and Restated Credit Agreement dated as of August 17, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Amended Credit Agreement”), among Delphi Corporation (the “Company”), Delphi Automotive LLP, the Subsidiary Borrowers from time to time thereto, the Lenders from time to time party thereto, the Issuing Banks from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized The Company hereby gives you notice pursuant to Section 2.07 of the Credit Agreement that it requests to [convert][continue] an existing Borrowing under the Credit Agreement, and in connection therewith sets forth below the terms defined on which such Borrowing is requested to be [converted][continued]: (A) List date, Facility, Class, Type, principal amount, currency and [Interest Period] 6 [Contract Period]7 of existing Borrowing 8 __________________ (B) Aggregate principal amount of resulting Borrowing $___________ (C) Effective Date of interest election (which is a Business Day) __________________ (D) Type of Borrowing [ABR] [Eurocurrency] [Canadian Prime Rate] [BA Drawing] Borrowing (E) [Interest Period and the last day thereof (which shall be subject to the definition of “Interest Period” in the Credit Agreement)]9 [Contract Period (which shall be subject to the definition of “Contract Period”)]10 __________________ ____________________ 6 To be included in the case of Eurocurrency Borrowings. 7 To be included in the case of BA Drawings. 8 The U.S. Parent Borrower may elect to convert initial Borrowings to a different Type, to convert BA Drawings to Canadian Prime Rate Loans, to convert Canadian Prime Rate Loans into BA Drawings or to continue such Borrowing. The U.S. Parent Borrower may not elect to convert any Borrowing denominated in an Alternative Currency to an ABR Borrowing and may not change the currency in which any Borrowing is denominated. 9 To be included if the resulting Borrowing is a Eurocurrency Borrowing. 10 To be included if the resulting Borrowing is a BA Drawing. DELPHI CORPORATION By: ____________________________________ Name: Title: JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below, Loan and Agency Services Group 000 Xxxxxxx Xxxxxxxxxx Xxxx, Ops 2 Newark, DE 19713-2107 Attention: Xxx Xxxxxxxx Telecopy No. 000-000-0000 Email: xxx.x.xxxxxxxx@xxxxxxxx.xxx Re: Delphi Corporation Ladies and Gentlemen: Reference is made to the Amended and Restated Credit Agreement are used herein with dated as of August 17, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the same meaning unless otherwise defined herein.“Credit Agreement”), among Delphi Corporation (the “Company”), Delphi Automotive PLC, the Subsidiary Borrowers from time to time thereto, the Lenders from time to time party thereto, the Issuing Banks from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. The Company hereby gives you notice pursuant to Section 2.05(b) of the Credit Agreement that it requests that the Issuing Bank issue a Letter of Credit under the Credit Agreement on behalf of [the Company] [specify applicable Subsidiary], and in connection therewith sets forth below the terms on which such Letter of Credit is requested to be issued: (A) Issuance date of such Letter of Credit (which shall be a Business Day) _______________ (B) Expiration date of such Letter of Credit11 _______________

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of Texas. To each New York without reference to its conflict of laws other than Section 5-1401 of the Banks New York General Obligations Law. [***] 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. Form of Letter of Credit23 Sunrun Hera Portfolio 2015-A, LLC 000 Xxxxxx Xx., 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attn: General Counsel Fax: [***] BENEFICIARY: Deutsche Bank Trust Company Americas as defined Collateral Agent [60 Wall Street, 16th Floor Mail Stop: NYC60 - 1630 Xxx Xxxx, XX 00000] Attn: [___________] Fax: [___________] Dear Beneficiary: At the request of and for the account of Sunrun Hera Portfolio 2015-A, LLC, a Delaware limited liability company (the “Account Party”), we hereby establish in your favor, for the Credit Agreement herein described and to benefit of Investec Bank of America, N.A.PLC (“Investec”), as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you Issuing Bank pursuant to § 3(a)(iv) of the Second Amendment to that certain Credit Agreement Agreement, dated as of September 13January 15, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “BorrowerCredit Agreement”), among the Account Party, the financial institutions as Lenders from time to time party thereto (ii) Xxxxxxx Restaurant Corporationeach individually a “Lender” and, a Delaware corporation (collectively, the “Xxxxxxx RestaurantLenders”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A.Investec, as Administrative Agent administrative agent for the Banks Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) which amends the Borrower’s and Investec, as Issuing Bank, our Irrevocable Transferable Letter of Credit Agreement dated as No. [____________] (this “Letter of March 12Credit”) whereby, 2015 (as amended, supplemented or otherwise modified prior subject to the date terms and conditions contained herein, you are hereby irrevocably authorized to draw on Investec, by your draft or drafts at sight, up to an aggregate amount not to exceed the Dollar amount for the relevant time period set forth on Schedule 1 hereto (such amount, as it may be reduced in accordance with the terms hereof, the “Existing Stated Amount”). 23 Changes to this form may be required, including any changes with respect to Bail-In Legislation. [***] 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 Letter of Credit Agreementshall be effective immediately and shall expire on the Expiration Date (as hereinafter defined). Partial drawings on this Letter of Credit are permitted. You may draw upon this Letter of Credit at any time on or prior to the Expiration Date by presenting (a) a sight draft in the form of Exhibit A (a “Sight Draft”), pursuant to which appropriately completed and executed by your authorized officer and (b) a certificate in the Existing Banks have made available to the Borrower form of Exhibit B (a revolving credit facility (the Existing Credit Agreement as so amended “Certificate”), appropriately completed and executed by your authorized officer. The Stated Amount shall be reduced by the Amendmentamount of any paid drawing hereunder. Presentation of any Sight Draft and Certificate shall be made at our office located at [Investec Bank PLC, 0 Xxxxxxx Xxxxxx, London, EC2V 7QP, United Kingdom]. We hereby agree with you that any Sight Draft and Certificate drawn under and in compliance with the “Amended terms of this Letter of Credit Agreement”)shall be duly honored by us upon delivery, if presented on or before our close of business on the Expiration Date at our office specified above. Capitalized terms defined Provided that a compliant drawing is presented by 12:00 p.m., Eastern Standard time, on any Banking Day, payment shall be made to you of the amount specified in the Amended Credit Agreement are used herein with applicable Sight Draft, not to exceed the same meaning unless otherwise defined hereinStated Amount, in immediately available funds, not later than 11:00 a.m., Eastern Standard time, on the second following Banking Day. A compliant drawing presented after 12:00 p.m, Eastern Standard time on any Banking Day, will be paid on the third following Banking Day.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This opinion COMPANY GUARANTY AGREEMENT (this “Guaranty”) is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated entered into as of September 13[________] [___], 2016 20__, between Host Hotels & Resorts, L.P. (the “AmendmentGuarantor”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for Agent, on behalf of itself and the Banks (in such capacityLenders. Reference is hereby made to that certain Sixth Amended and Restated Credit Agreement, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12January 4, 2015 2023 (as amended, restated, extended, supplemented or otherwise modified prior in writing from time to the date hereoftime, the “Existing Credit Agreement”), pursuant among Host Hotels & Resorts, L.P., as a Borrower, the Designated Borrowers from time to which the Existing Banks have made available to the Borrower a revolving credit facility time party thereto (the Existing Credit Agreement as so amended by the Amendmentcollectively, the “Amended Credit AgreementBorrowers”), the various Lenders from time to time party thereto (the “Lenders”), Bank of America, N.A., as Administrative Agent, an L/C Issuer and a Swing Line Lender, and Credit Agricole Corporate Investment Bank, as Sustainability Structuring Agent. Capitalized terms used in this Guaranty and not otherwise defined herein have the meanings specified in the Amended Credit Agreement Agreement. The Lenders and the L/C Issuers have agreed to extend credit to the Designated Borrowers identified on Schedule A hereto, as amended or supplemented or deemed amended or supplemented from time to time in accordance with Paragraph 18 below, subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders and the L/C Issuers to extend such credit are used herein with conditioned upon, among other things, the same meaning unless otherwise defined herein.execution and delivery of this Guaranty. Accordingly, for value received, the sufficient of which is hereby acknowledged, the parties hereto agree as follows:

General Provisions. This Assignment and Assumption shall (a) be binding upon, upon the parties hereto and their respective successors and assigns and (b) inure to the benefit of, of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of to this Assignment and Assumption by telecopy facsimile (or by electronic communication, if arrangements for doing so have been approved by the Administrative Agent) shall be effective as a delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 8 Required to be delivered if Assignee is not a Lender. 9 Not required when an Event of Default has occurred and Assumption shall is continuing. 10 Required to be governed bydelivered if Assignee is not a Lender. 11 Not required when an Event of Default has occurred and is continuing. $ $ % Applicable Percentage: _____________________%12 12 Set forth, and construed in accordance withto at least 12 decimals, the law as a percentage of the State of TexasAggregate Commitments. To each of the Banks as defined in the Credit Agreement herein described and to Bank of America, N.A., as Administrative Agent To: [________]1 [________]2 Ladies and Gentlemen: This opinion is furnished to you notice shall constitute a “Letter of Credit Request” for a Letter of Credit pursuant to § 3(a)(ivSection 3.01(b) of the Second Amendment to LC Credit Agreement Agreement, dated as of September December 13, 2016 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “AmendmentCredit Agreement”) among Xxxxxxxxxxx International Ltd., a Bermuda exempted company (i) Xxxxxxx “WIL-Bermuda”), Xxxxxxxxxxx International, Inc.LLC, a Delaware corporationlimited liability company (“WIL-Delaware”), Xxxxxxxxxxx International plc, an Irish public limited company (“Parent”), the Lenders from time to time party thereto, Deutsche Bank Trust Company Americas, as borrower administrative agent for the Lenders, and the Issuing Banks from time to time party thereto. Capitalized terms used but not otherwise defined herein shall have the respective meanings specified therefor in the Credit Agreement. [The undersigned (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto hereby requests that [________]3 (the “BanksIssuing Bank”)) issue a Letter of Credit on [________]4 in the aggregate amount of [_______]5. The beneficiary of the requested Letter of Credit will be [_______]6, and Bank such Letter of America, N.A., as Administrative Agent for the Banks Credit will be in support of [_______]7 and will have a stated expiration date of [_______]8.]9 [The undersigned (in such capacity, the “Administrative AgentBorrower”) hereby requests that [______]10 (the “Issuing Bank”) [amend] [renew] [extend] on [______]11 the following Letter of Credit, which amends was previously issued by the Borrower’s Credit Agreement Issuing Bank: [insert title of Letter of Credit], Number [_________], dated as of March [________], and in the aggregate amount of [________]12. [Insert description of requested amendment or details of proposed terms of renewal or extension, 2015 (as applicable].]13 [Insert any other information as shall be necessary in order for the Issuing Bank to prepare the requested Letter of Credit or amend, renew or extend the existing Letter of Credit, as applicable.] 1 Insert name of Issuing Bank 2 Insert address of Issuing Bank 3 Insert name of Issuing Bank 4 Insert proposed date of issuance of the requested Letter of Credit, which must be at least three Business Days after the date of this Letter of Credit Request. 5 Insert initial amount of the requested Letter of Credit and whether such amount is denominated in Dollars or an Alternative Currency. 6 Insert full name and address of the beneficiary of this Letter of Credit Request. 7 Insert brief description of obligation to be supported by the Letter of Credit. 8 Insert expiration date of the Letter of Credit, which shall comply with Section 3.01(c) of the Credit Agreement. 9 Insert this paragraph for any issuance of a Letter of Credit. 10 Insert name of Issuing Bank. 11 Insert proposed date of amendment, renewal or extension of the applicable Letter of Credit, which must be at least one Business Day after the date of this Letter of Credit Request. 12 Insert the aggregate amount of the existing Letter of Credit to be amended, supplemented renewed or otherwise modified prior to the date hereofextended and whether such amount is denominated in Dollars or an Alternative Currency. 13 Insert this paragraph for any amendment, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined hereinrenewal or extension of an existing Letter of Credit.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in by one or more of the parties hereto on any number of separate counterparts, each of which together shall be an original, but all of which, taken together, shall constitute one instrumentoriginal agreement. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile, email or other electronic transmission (including in portable document format (“pdf”) or other similar format) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumptionhereof. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of Texas. To each New York without regard to conflicts of principles of law that would require the application of the Banks as defined in the Credit Agreement herein described and to Bank laws of America, N.A.another jurisdiction. EXHIBIT B-ANNEX 1-2 967770.02F-CHISR01A - MSW Standard Chartered Bank, as Administrative Agent 0xx Xxxxx 0 Xxxxxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX Fax: +00000 000 0000 Attention: Manager Asset Servicing Re: NOVELIS Ladies and Gentlemen: This opinion Reference is furnished made to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement Agreement, dated as of September 13January 10, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 2017 (as amended, supplemented restated, supplemented, extended, renewed, refunded, replaced, refinanced or otherwise modified prior from time to the date hereoftime in one or more agreements, the “Existing Credit Agreement”), by and among NOVELIS INC., a corporation amalgamated under the Canada Business Corporations Act, AV METALS INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors from time to time party thereto (such term and each other capitalized term used but not defined herein having the meaning given to it in the Credit Agreement), the Lenders from time to time party thereto, Standard Chartered Bank, as Administrative Agent and as Collateral Agent, and the other parties party thereto. The Designated Company hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Names of the Existing Banks have made available Co-Borrower(s): (B) Principal amount of Borrowing(s)Loans must be in an amount that is at least $5,000,000 and an integral multiple of $1,000,000 or, if less, equal to the Borrower remaining available balance of the applicable Commitments. (C) Date of Borrowing (which is a revolving credit facility Business Day) (D) Interest Period and the Existing Credit Agreement as so amended by last day thereofShall be subject to the Amendment, definition of “Interest Period” in the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption and any claim, controversy or dispute arising under or related to this Assignment and Assumption, whether in tort, contract (at law or in equity) or otherwise, shall be governed by, and construed and interpreted in accordance with, the law laws of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and 1. Annex I to Exhibit A-2-3 Royal Bank of America, N.A.Canada, as Administrative Agent Xxxxx Xxxx Xxxxx, 000 Xxx Xxxxxx, 00xx Xxxxx Xxxxx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx Attention: Manager, Agency Services Group Facsimile No.: (000) 000-0000 [·] [·], 20[·](12) Ladies and Gentlemen: This opinion Reference is furnished hereby made to you pursuant to § 3(a)(iv) of the Second Amendment to that certain Credit Agreement dated as of September 13February 12, 2016 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “AmendmentCredit Agreement”; capitalized terms used but not defined herein shall have the respective meanings given to them in the Credit Agreement) among (i) Xxxxxxx Internationalby and among, inter alios, Victory Capital Holdings, Inc., a Delaware corporation, as borrower corporation (the “Borrower”), the lenders from time to time party thereto and Royal Bank of Canada, in its capacities as administrative agent and collateral agent for the Secured Parties (ii) Xxxxxxx Restaurant Corporationin its capacities as administrative agent and collateral agent, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (its successors in such capacitycapacities, the “Administrative Agent”) which amends ). The undersigned hereby gives you notice pursuant to Section 2.03 of the Borrower’s Credit Agreement dated that it requests the Borrowings under the Credit Agreement to be made on [·] [·], 20[·], and in that connection sets forth below the terms on which the Borrowings are requested to be made as required by Section 2.03 of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility : (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.A) Class of Borrowing [·]

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of TexasIllinois. To each of the Banks as defined in the Credit Agreement herein described and to EXHIBIT H FORM OF PRICING CERTIFICATE To: Bank of America, N.A.Montreal, as Administrative Agent Ladies and Gentlemen: This opinion Reference is furnished made to you pursuant to § 3(a)(iv) of the that certain Second Amendment to Amended and Restated Multicurrency Credit Agreement dated as of September 13June 21, 2016 (2016, by and among Xxxxx Xxxx LaSalle Finance B.V., the “Amendment”) among (i) Xxxxxxx InternationalGuarantors party thereto, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party Lenders signatory thereto (the “Banks”), and Bank of America, N.A.Montreal, as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified prior in writing from time to the date hereoftime, the “Existing Agreement”; the terms defined therein being used herein as therein defined). The undersigned hereby certifies, solely in [his/her] capacity as the [insert title of Responsible Officer] of the Parent and not in [his/her] individual capacity, that: 1. [He/She] is the duly elected [insert title of Responsible Officer] of the Parent, and [he/she] is authorized to deliver this Pricing Certificate on behalf of the Parent; 2. Attached as Annex A hereto is a true and correct copy of the KPI Metrics Report for the 20[__] calendar year; 3. The Sustainability Applicable Margin Adjustment in respect of the 20[__] calendar year is [+][-][__] % per annum, calculated as set forth on Annex B hereto; and 4. Attached as Annex C hereto is a review report of the Greenhouse Gas Auditor confirming that the Greenhouse Gas Auditor is not aware of any material modifications that should be made to such computations referred to in the immediately preceding paragraph 3 of this Pricing Certificate in order for them to be presented in all material respects in conformity with the applicable reporting criteria. The foregoing certifications are made and delivered this __ day of _____, 20__. -2- XXXXX XXXX LASALLE INCORPORATED By:____________________________________ Name: _______________________________ Title: ________________________________ ANNEX B SUSTAINABILITY APPLICABLE MARGIN ADJUSTMENT The Sustainability Applicable Margin Adjustment for a given year is the sum of the Greenhouse Gas Applicable Margin Adjustment and the Sustainability Certificate Percentage Applicable Margin Adjustment, each as set forth in the below Sustainability Adjustment Table and with reference to the KPI Metrics Report (see Annex A) and the Sustainability Table (which appears in Schedule 1.01 to the Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.SUSTAINABILITY ADJUSTMENT TABLE Greenhouse Gas Sustainability Certificate KPI Metric Greenhouse Gas Applicable Margin Adjustment KPI Metric Sustainability Certificate Applicable Margin Adjustment Level I Less than or equal to Target - 0.01% Greater than or equal to Target - 0.01% Level II Greater than or equal tothe Target but less than or equal to Threshold 0.00% Greater than or equal to Threshold but less than Target 0.00% Level III Greater than Threshold + 0.01% Less than Threshold + 0.01% ANNEX C REVIEW REPORT OF GREENHOUSE GAS AUDITOR [See attached] SCHEDULE 1 COMMITMENTS (AS OF THE AMENDMENT NO. 45 EFFECTIVE DATE) NAME OF BANK REVOLVING CREDIT COMMITMENT LETTER OF CREDIT COMMITMENT Bank of Montreal $280,000,000 $10,000,000 Bank of America, N.A. $280,000,000 $10,000,000 Xxxxx Fargo Bank, N.A. $280,000,000 $10,000,000 JPMorgan Chase Bank, National Association $280,000,000 $10,000,000 HSBC Bank USA, National Association $235,000,000 $10,000,000 HSBC Continental Europe $45,000,000 National Westminster Bank plc $195,000,000 220,000,000 Barclays Bank plc $195,000,000 220,000,000 PNC Bank, National Association $220,000,000 U.S. Bank National Association $195,000,000 PNC Bank, National Association $195,000,000 ING Bank N.V., Dublin Branch $195,000,000 Australia and New Zealand Banking Group Limited $100,000,000 Capital One, N.A. $95,000,000 100,000,000 Citibank, N.A. $100,000,000 Société Générale $95,000,000 100,000,000 Deutsche Bank AG New York Branch $95,000,000 100,000,000 Citibank, N.A. $95,000,000 Standard Chartered Bank, New York $75,000,000 100,000,000 Fifth Third Bank $75,000,000 MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.) $75,000,000 Westpac Banking Corporation $55,000,000 50,000,000 Comerica Bank $55,000,000 50,000,000 Australia and New Zealand Banking Group Limited $55,000,000 Xxxxxx Xxxxxxx Bank, N.A. $55,000,000 50,000,000 SCHEDULE 1.3 EXISTING LETTERS OF CREDIT NUMBER AMOUNT CURRENCY MATURITY HACH20375OS 35,000.00 USD 31-Dec-21 HACH63612OS 398,441.00 USD 1-Jan-22 SCHEDULE 4.1 SUSTAINABILITY TABLE KPI Metrics Description 2021 2022 2023 2024 2025 2026 2027 Target (≤) 11,933 11,121 9,807 8,493 8,245 7,179 7,750 7,053 6,206Greenhouse Gas Metric (tCOmtCO2e) Threshold (>) 12,431 11,778 10,430 9,077 8,415 7,718 8,163 7,673 6,982 Target(≥) 46% 52% 57% 62% 68% 72% 77%Sustainability Certificate Percentage Threshold(<) 41% 46% 52% 57% 62% 68% 72% SCHEDULE 5.2 GUARANTORS NAME JURISDICTION OF INCORPORATION PERCENTAGE OWNERSHIP Xxxxx Xxxx LaSalle Incorporated Maryland N/A Xxxxx Xxxx LaSalle Americas, Inc. Maryland 100% LaSalle Investment Management, Inc. Maryland 100% Xxxxx Xxxx LaSalle International, Inc. Delaware 100% Xxxxx Xxxx LaSalle Co-Investment, Inc. Maryland 100% Xxxxx Xxxx LaSalle Limited England 100% Xxxxx Xxxx LaSalle SE Germany 100% Xxxxx Xxxx LaSalle New England, LLC Delaware 100% Xxxxx Xxxx LaSalle Brokerage, Inc. Texas 100%

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaEXHIBIT B-1 FORM OF BORROWING REQUEST JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 00 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: [_______________] Fax: [(___) _________] Re: WellCare Health Plans, Inc. Ladies and Gentlemen: This opinion Reference is furnished made to you pursuant to § 3(a)(iv) of the Second Amendment to Amended and Restated Credit Agreement dated as of September 1325, 2016 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “BorrowerCredit Agreement”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Floridaamong WellCare Health Plans, Inc., a Delaware corporation (“Xxxxxxx FloridaBorrower”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks Lenders party thereto (the “Banks”), and Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent for the Banks administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. This notice constitutes a Borrowing Request and the Borrower hereby requests a Borrowing under the Credit Agreement, and in connection with such request the Borrower specifies the following information with respect to such Borrowing requested hereby: 1. Aggregate amount of Borrowing:1 _________ 2. Date of Borrowing (which amends shall be a Business Day): _________ 3. Type of Borrowing (ABR or Eurodollar): _________ 4. Class of Borrowing (Revolving or Term): _________ 5. Interest Period (if a Eurodollar Borrowing):2 _________ 6. Location and number of the Borrower’s Credit Agreement dated as account to which funds are to be disbursed, which shall comply with Section 2.07 of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”): _________ _________________________ 1Not less than $5.0 million and an integral multiple of $1.0 million. Capitalized terms defined in the Amended Credit Agreement are used herein 2Which must comply with the same meaning unless otherwise defined hereindefinition of “Interest Period” and end not later than the Maturity Date.

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 000 Xxxxxxx Xxxxxxxxxx Xxxx Ops Building 2, 3rd Floor Newark, Delaware 19713-2107 Attention: Xxxx Xxxxxxxxx Fax: (000) 000-0000 Email: xxxx.xxxxxxxxx@xxxxxxxx.xxx [●] [●], 20[●]14 Ladies and Gentlemen: This opinion Reference is furnished hereby made to you pursuant to § 3(a)(iv) of the Second Amendment to that certain Amended and Restated First Lien Credit Agreement dated as of September 1328, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “AmendmentFirst Lien Credit Agreement”) among (i) Xxxxxxx International), by and among, inter alios, Cotiviti Intermediate Holdings, Inc., a Delaware corporation, as borrower (the “Borrower”)Holdings, (ii) Xxxxxxx Restaurant Cotiviti Corporation, a Delaware corporation (“Xxxxxxx Restaurant”)corporation, Xxxxxxx Floridaas the Top Borrower, Inc.the other Borrower party thereto, a Delaware corporation (“Xxxxxxx Florida”)the Lenders from time to time party thereto, and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of AmericaJPMorgan Chase Bank, N.A., in its capacities as Administrative Agent the swingline lender and as administrative agent and collateral agent for the Lenders and the Issuing Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”)party thereto. Capitalized terms Terms defined in the Amended First Lien Credit Agreement are used herein with the same meaning meanings unless otherwise defined herein. The undersigned hereby gives you notice pursuant to Section 2.03 of the First Lien Credit Agreement that it requests the Borrowings under the First Lien Credit Agreement to be made on [●] [●], 20[●], and in that connection sets forth below the terms on which the Borrowings are requested to be made: (A) Borrower: [Cotiviti Corporation]15 [Cotiviti Domestic Holdings, Inc.]16 (B) Aggregate Amount of Borrowing17 $[●] 14 The Administrative Agent must be notified in writing or by telephone (with such telephonic notification to be promptly confirmed in writing), which must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of LIBO Rate Loans (or one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 11:00 a.m. on the requested date of any Borrowing of ABR Loans (other than Swingline Loans) (or, in each case, such later time as is acceptable to the Administrative Agent); provided, however, that if the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) must be received by the Administrative Agent not later than 1:00 p.m. four Business Days prior to the requested date of such Borrowing (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 12:00 p.m. three Business Days before the requested date of such Borrowing, the Administrative Agent shall notify the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) whether or not the requested Interest Period is available to the appropriate Lenders.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each [Name of Confirming Lender] [Address] Ladies and Gentlemen: Reference is made to the Banks Unsecured Credit Agreement dated as of December 9, 2011 (as amended and in effect, the “Credit Agreement”), between XL Group plc, XLIT Ltd., X.L. America, Inc., XL Insurance (Bermuda) Ltd, XL Re Ltd, XL Re Europe Limited, XL Insurance Company Limited, XL Insurance Switzerland Ltd and XL Life Ltd, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Terms defined in the Credit Agreement are used herein described with the same meanings. The undersigned (the “Issuing Lender”) is a Lender under the Credit Agreement but is not on the date hereof listed on the most current “Bank List” of banks approved by the NAIC. Accordingly, in order to be a “NAIC Approved Bank” for the purposes of the Credit Agreement, the Issuing Lender hereby requests that you be a Confirming Lender with respect to the Issuing Lender for the purposes of the Credit Agreement and each Syndicated Letter of Credit and Non-Syndicated Letter of Credit issued or continued thereunder. By your signature below, you undertake that you will honor the obligations of the Issuing Lender in respect of any draft drawn under and in strict compliance with the terms of any Syndicated Letter of Credit and Non-Syndicated Letter of Credit issued or continued under the Credit Agreement as if, and to Bank the extent, you were the Issuing Lender under the relevant Syndicated Letter of AmericaCredit or Non-Syndicated Letter of Credit, as the case may be. Notwithstanding the foregoing, your liability under all Syndicated Letters of Credit and Non-Syndicated Letters of Credit at any one time issued or continued under the Credit Agreement shall be limited to an amount (the “Liability Limit”) equal to the Commitment of the Issuing Lender under the Credit Agreement in effect on the date hereof (an amount equal to $_________), as such Liability Limit may be increased after the date hereof with your prior written consent by reason of an increase in the Commitment of the Issuing Lender under the Credit Agreement. In addition, you hereby irrevocably appoint and designate the Administrative Agent as your attorney-in-fact, acting through any duly authorized officer of the Person serving as the Administrative Agent, to execute and deliver, at any time prior to the Commitment Termination Date in effect on the date of this letter agreement, in your name and on your behalf each Syndicated Letter of Credit and Non-Syndicated Letter of Credit to be confirmed by you in accordance herewith and with the Credit Agreement. You agree that, promptly upon the request of the Administrative Agent, you will furnish to the Administrative Agent such powers of attorney or other evidence as any beneficiary of any Syndicated Letter of Credit or Non- Syndicated Letter of Credit may reasonably request in order to demonstrate that the Administrative Agent has the power to act as attorney-in-fact for you in connection with the execution and delivery of such Syndicated Letter of Credit or Non-Syndicated Letter of Credit, as the case may be. In consideration of the foregoing, the Issuing Lender agrees that if you shall make any LC Disbursement in respect of any Syndicated Letter of Credit or Non-Syndicated Letter of Credit, regardless of the identity of the Account Party of such Syndicated Letter of Credit or Non-Syndicated Letter of Credit, as the case may be, the Issuing Lender shall reimburse you by paying to you an amount equal to the amount of the LC Disbursement made by you, such payment to be made not later than noon, New York City time, on (i) the Business Day that the Issuing Lender receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the Issuing Lender receives such notice, if such notice is not received prior to such time. The Issuing Lender’s obligations to reimburse you as provided in the foregoing sentence shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this letter agreement under any and all circumstances whatsoever, and irrespective of any event or circumstance of the type described in Section 2.03(b) or 2.04(h), as applicable, of the Credit Agreement (or of any analogous event or circumstance relating to the undersigned). If any LC Disbursement is made by you, then, unless the Issuing Lender shall reimburse the amount of such LC Disbursement to you in full on the date such LC Disbursement is made by you, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date of reimbursement, at the rate per annum equal to (i) the Federal Funds Effective Rate to but excluding the date three Business Days after such LC Disbursement and (ii) from and including the date three Business Days after such LC Disbursement, 2% plus the Federal Funds Effective Rate. This letter agreement shall be governed by and construed in accordance with the law of the State of New York. This letter agreement is an “agreement” of the type referred to in the definition of “Confirming Lender” in Section 1.01 of the Credit Agreement. Please indicate your acceptance of the foregoing terms and conditions by signing the two enclosed copies of this letter agreement and returning (a) one such signed copy to the undersigned at the address of the Issuing Lender indicated herein and (b) the other such signed copy to the Administrative Agent, JPMorgan Chase Bank, N.A., 1000 Xxxxxx Xxxxxx, 10th Floor, Houston, Texas 77002-6925, Attention of Vxxxxx X. Xxxxxxxxx (Telecopy No. (000) 000-0000; Telephone No. (000) 000-0000); email address, vxxxxx.x.xxxxxxxxx@jxxxxxxx.xxx; with a copy to JPMorgan Chase Bank, N.A., 200 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention of Bxxx X Xxxxxx (Telecopy No. (000) 000-0000; email address bxxxxxxxx.x.xxxxxx@jxxxxxxx.xxx; Telephone No. (000) 000-0000). [NAME OF ISSUING LENDER] By Title: AGREED AS AFORESAID: [NAME OF CONFIRMING LENDER] By Title: JPMorgan Chase Bank, N.A., as Administrative Agent 200 Xxxx Xxxxxx, Xxxxx 0 Xxx Xxxx, Xxx Xxxx 00000 Attention: [______] Ladies and Gentlemen: This opinion is furnished Pursuant to you pursuant to § 3(a)(iv) Section 2.08 of the Second Amendment to that certain Unsecured Credit Agreement Agreement, dated as of September 13December 9, 2016 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “AmendmentCredit Agreement”) ; capitalized terms used but not defined herein having the meanings given such terms in the Credit Agreement), among XL Group plc, an Irish public limited company (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “BorrowerXL Group”), (ii) Xxxxxxx Restaurant CorporationXLIT Ltd., a Delaware corporation an exempted company incorporated in the Cayman Islands with limited liability (“Xxxxxxx RestaurantXLIT”), Xxxxxxx FloridaX.L. America, Inc., a Delaware corporation (“Xxxxxxx FloridaXL America”), XL Insurance (Bermuda) Ltd, a Bermuda limited liability company (“XL Insurance (Bermuda)”), XL Re Ltd, a Bermuda limited liability company (“XL Re”), XL Re Europe Limited, an Irish limited liability company (“XL Re Europe”), XL Insurance Company Limited, a limited company domiciled in the United Kingdom (“XL Insurance”), XL Insurance Switzerland Ltd, a company limited by shares organized under the laws of Switzerland (“XL Switzerland”), and Xxxxxxx Texas, Inc.XL Life Ltd, a Delaware corporation Bermuda company (“Xxxxxxx TexasXL Life” and together with Xxxxxxx Restaurant XL Group, XLIT, XL America, XL Insurance (Bermuda), XL Re, XL Re Europe, XL Insurance and Xxxxxxx FloridaXL Switzerland, each a an “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “BanksAccount Party”), and Bank of Americathe Guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent for and the Banks lenders (in such capacitythe “Lenders”) party thereto, the “Administrative Agent”undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing: 1. The relevant Account Party is [ ]. 2. The Date of Borrowing (which is a Business Day) which amends the Borrower’s Credit Agreement dated as of March 12is [ , 2015 ] (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit AgreementBorrowing Date”), pursuant to which . 3. The aggregate amount of the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined hereinproposed Borrowing is $[ ].

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaSuisse AG, N.A.Cayman Islands Branch Eleven Madison Avenue, as Administrative Agent 6th Floor New York, New York 10010 Attention: Loan Operations – Agency Manager Fax: (000)-000-0000 Email: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx Ladies and Gentlemen: This opinion Reference is furnished hereby made to you pursuant to § 3(a)(iv) of the Second Amendment to that certain Term Loan Credit Agreement dated as of September 13May 4, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified prior to and in effect on the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower by and among, PQ Corporation, a revolving credit facility (the Existing Credit Agreement as so amended by the AmendmentPennsylvania corporation, CPQ Midco I Corporation, a Delaware corporation, the “Amended Lenders from time to time party thereto, Credit Agreement”)Suisse AG, Cayman Islands Branch, in its capacities as administrative agent and collateral agent for the Lenders. Capitalized terms Terms defined in the Amended Credit Agreement are used herein with the same meaning meanings unless otherwise defined herein.. The undersigned hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests the Borrowings under the Credit Agreement to be made on [•] [•], 20[•], and in that connection sets forth below the terms on which the Borrowings are requested to be made: (A) Borrower PQ Corporation (B) Date of Borrowing (which shall be a Business Day) [•] (C) Aggregate Amount of Borrowing15 $[•] (D) Type of Borrowing16 [•] (E) Class of Borrowing [•] (F) Interest Period17 (in the case of a LIBO Rate Borrowing) [•]

General Provisions. This Assignment and Assumption Agreement shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assignsassigns permitted by the Credit Agreement. This Assignment and Assumption Agreement may be executed in any number of one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier, .pdf or other electronic imaging means of an executed counterpart of a signature page of to this Assignment and Assumption by telecopy Agreement shall be effective as delivery of a manually an original executed counterpart of this Assignment and AssumptionAssumption Agreement. This Assignment and Assumption Agreement shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks as defined in the Xxxxxxx Sachs Bank USA 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: [ ] Facsimile: [ ] Bright Horizons Family Solutions LLC 000 Xxxxxxx Xxxxxx South Watertown, MA 02472 Attention: Chief Financial Officer Facsimile: [ ] Re: Credit Agreement herein described and to Bank of AmericaAgreement, N.A., as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13January 30, 2016 2013 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “AmendmentCredit Agreement”) ), among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower Bright Horizons Family Solutions LLC (the “Borrower”), (ii) Xxxxxxx Restaurant CorporationBright Horizons Capital Corp., a Delaware corporation (“Xxxxxxx Restaurant”)as Holdings, the Lenders from time to time party thereto, Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Sachs Bank of America, N.A.USA, as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”), Swing Line Lender, L/C Issuer, Joint Lead Arranger and Joint Bookrunner, X.X. Xxxxxx Securities LLC, as Joint Lead Arranger, Joint Bookrunner and Syndication Agent, Barclays Bank PLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Credit Suisse Securities (USA) which amends LLC, as Joint Bookrunners and Co-Documentation Agents, and the Borrower’s other agents and parties party thereto. Dear Sir: The undersigned (the “Proposed Affiliate Assignee”) hereby gives you notice, pursuant to Section 10.07(k)(v) of the Credit Agreement, that (a) it has entered into an agreement to purchase via assignment a portion of the Term Loans under the Credit Agreement, (b) the assignor in the proposed assignment is [ ], (c) immediately after giving effect to such assignment, the Proposed Affiliate Assignee will be an Affiliated Lender, (d) the principal amount of Term Loans to be purchased by such Proposed Affiliate Assignee in the assignment contemplated hereby is $ , (e) the aggregate amount of all Term Loans held by such Proposed Affiliate Assignee and each other Affiliated Lender after giving effect to the assignment hereunder (if accepted) is $ , (f) it, in its capacity as a Term Lender under the Credit Agreement, hereby waives any right to bring any action against the Administrative Agent with respect to the Term Loans that are the subject of the proposed assignment hereunder, and (g) the proposed effective date of the assignment contemplated hereby is [ , 20 ]. Very truly yours, [EXACT LEGAL NAME OF PROPOSED AFFILIATE ASSIGNEE] By: Name: Title: Phone Number: Fax: Email: Date: ARTICLE I Definitions 2 Section 1.01. Credit Agreement 2 Section 1.02. Other Defined Terms 2 ARTICLE II Guarantee 3 Section 2.01. Guarantee 3 Section 2.02. Guarantee of Payment 3 Section 2.03. No Limitations 3 Section 2.04. Reinstatement 4 Section 2.05. Agreement To Pay; Subrogation 4 Section 2.06. Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01. Notices 5 Section 4.02. Waivers; Amendment 5 Section 4.03. Administrative Agent’s Fees and Expenses; Indemnification 6 Section 4.04. Successors and Assigns 6 Section 4.05. Survival of Agreement. 7 Section 4.06. Counterparts; Effectiveness; Several Agreement 7 Section 4.07. Severability 7 Section 4.08. Right of Set-Off 7 Section 4.09. Governing Law; Jurisdiction; Consent to Service of Process 7 Section 4.10. Waiver of Jury Trial. 8 Section 4.11. Headings 8 Section 4.12. Obligations Absolute 8 Section 4.13. Termination or Release 9 Section 4.14. Additional Restricted Subsidiaries 9 Section 4.15. Recourse 9 Schedule I — Subsidiary Guarantors Exhibit 1 — Form of Guaranty Supplement This GUARANTY, dated as of March 12January 30, 2015 2013, among BRIGHT HORIZONS FAMILY SOLUTIONS LLC (the “Borrower”), BRIGHT HORIZONS CAPITAL CORP. (“Holdings”), the Subsidiaries of the Borrower party hereto from time to time, and XXXXXXX XXXXX BANK USA, as Administrative Agent on behalf of the Secured Parties. Reference is made to the Credit Agreement, dated as of January 30, 2013 (as amended, restated, extended, supplemented or otherwise modified prior from time to the date hereoftime, the “Existing Credit Agreement”), pursuant among the Borrower, Holdings, each Lender from time to which time party thereto, Xxxxxxx Sachs Bank USA, as Administrative Agent, Swing Line Lender, and L/C Issuer and the Existing Banks other agents and parties party thereto. The Lenders have made available agreed to extend credit to the Borrower a revolving credit facility (subject to the Existing terms and conditions set forth in the Credit Agreement as so amended Agreement, the Hedge Banks have agreed to enter into and/or maintain one or more Secured Hedge Agreements on the terms and conditions set forth therein and the Cash Management Banks have agreed to provide and/or maintain Cash Management Services on the terms and conditions agreed upon by the AmendmentBorrower or the respective Restricted Subsidiary and such Cash Management Bank. The obligations of the Lenders to extend such credit, the “Amended obligation of the Hedge Banks to enter into and/or maintain such Secured Hedge Agreements and the obligation of the Cash Management Banks to provide and/or maintain Cash Management Services are, in each case, conditioned upon, among other things, the execution and delivery of this Agreement by each Guarantor. Holdings, the Borrower and the Subsidiary Guarantors are affiliates of one another, are an integral part of a consolidated enterprise and will derive substantial direct and indirect benefits from (i) the extensions of credit to the Borrower pursuant to the Credit Agreement”). Capitalized terms defined in , (ii) the Amended Credit Agreement are used herein entering into and/or maintaining by the Hedge Banks of Secured Hedge Agreements with the same meaning unless otherwise defined herein.Borrower and/or one or more of its Restricted Subsidiaries and (iii) the providing and/or maintaining of Cash Management Services by the Cash Management Banks to the Borrower and/or one or more of its Restricted Subsidiaries, and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit, the Hedge Banks to enter into and/or maintain such Secured Hedge Agreements and the Cash Management Banks to provide and/or maintain such Cash Management Services. Accordingly, in consideration of the foregoing and other benefits accruing to each Guarantor, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby covenants and agrees with each other Guarantor and the Administrative Agent for the benefit of the Secured Parties as follows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each D-2 - 1 Form of Administrative Questionnaire D-2 - 2 Form of Administrative Questionnaire D-2 - 3 Form of Administrative Questionnaire D-2 - 4 Form of Administrative Questionnaire D-2 - 5 Form of Administrative Questionnaire D-2 - 6 Form of Administrative Questionnaire JOINDER AGREEMENT, dated as of ___, 20___ (this “Joinder Agreement”), made by the Banks Subsidiary[ies] signatory hereto ([each, a][the] “New Guarantor”) in favor of Bank of America, N.A., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Lenders referred to in that certain Amended and Restated Credit Agreement, dated as of October 20, 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined in therein being used herein as therein defined), among Xxxxxxx-Xxxxxx, Inc., a Delaware corporation (the Credit Agreement herein described “Parent Borrower”), the Designated Borrowers from time to time party thereto, Xxxxxxx-Xxxxxx Holdings, Inc. and its subsidiaries from time to time party thereto as guarantors, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”)Agent, and Bank of America, N.A.N.A. and JPMorgan Chase Bank, N.A. as L/C Issuers. 1. [The][Each] New Guarantor, hereby acknowledges that it has received and reviewed a copy of the Credit Agreement, and acknowledges and agrees to: (a) join the Credit Agreement as a Guarantor, as Administrative Agent for indicated with its signature below; (b) be bound by all covenants, agreements and acknowledgments attributable to a Guarantor in the Banks Credit Agreement; and (c) perform all obligations and duties required of it by the Credit Agreement. 2. [The][Each] New Guarantor represents and warrants that the representations and warranties contained in such capacity, Article V of the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as they relate to such New Guarantor or which are contained in any other Loan Document under or in connection herewith are true and correct in all material respects on and as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) any representation or warranty that is already by its terms qualified as to “Existing Credit Agreementmateriality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (i)) after giving effect to such qualification and (iii) that for purposes of this certification, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), pursuant to which respectively, of Section 6.01. 3. The name, type of organization, jurisdiction of incorporation or organization and taxpayer identification number (or, in the Existing Banks have made available to the Borrower case of a revolving credit facility (the Existing Credit Agreement as so amended by the AmendmentForeign Subsidiary, the “Amended Credit true and correct unique identification number that has been issued to such Foreign Subsidiary by its jurisdiction of organization, if any) of [each][the] New Guarantor is set forth in Annex I to this Joinder Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.E - 1

General Provisions. This Assignment 1. Vornado hereby indemnifies Owner for all costs, expenses, damages, losses, obligations and Assumption liabilities that may arise from the claim by a third party with whom Vornado dealt in connection with the disposition of any Asset that such third party is entitled to a fee, broker's commission or any other payment arising from the disposition of such Asset. The indemnity provided for in this paragraph shall be binding upon, and inure limited to the benefit offees earned by Vornado from the disposition of the Asset or Assets giving rise to the claim. 2. The parties hereto, on behalf of themselves and their respective officers, directors, agents and employees, agree to deal with each other fairly and in good faith so as to allow each party to perform its services and obligations and to receive the anticipated benefits of this Retention Agreement. No party shall interfere, prevent or prohibit another party from carrying out its duties and obligations under this Retention Agreement. 3. By executing or otherwise accepting this Retention Agreement, the parties hereto each acknowledge and their respective successors represent that they are represented by and assignshave consulted with legal counsel with respect to the terms and conditions contained herein. 4. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS RETENTION AGREEMENT. 5. This Assignment and Assumption Retention Agreement may be executed in any number of original counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. 6. This Assignment and Assumption Retention Agreement shall be governed by, and construed in accordance with, the law laws of the State of TexasNew York. To each AGREED AND ACCEPTED AGREED AND ACCEPTED this 3 day of the Banks as defined in the Credit Agreement herein described and to Bank July , 2002 this 3 day of AmericaJuly, N.A.2002. VORNADO REALTY L.P. 731 RESIDENTIAL LLC By: /s/ Xxxxxx Xxxxxx By: 731 Residential Holding LLC -------------------------------- Name: Xxxxxx Xxxxxx Title: Executive Vice President By: Alexander's, as Administrative Agent Ladies and GentlemenInc. By: This opinion is furnished to you pursuant to § 3(a)(iv) /s/ Xxxxx Xxxxx ------------------------------ Name: Xxxxx Xxxxx Title: Assistant Secretary 731 COMMERCIAL LLC By: 731 Commercial Holding LLC By: Alexander's, Inc. By: /s/ Xxxxx Xxxxx ------------------------------ Name: Xxxxx Xxxxx Title: Assistant Secretary SCHEDULE A Schedule of the Second Amendment to Credit Agreement dated as of September 13, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Assets Real Estate Retention Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the law internal laws of the State of TexasNew York without regard to conflict of laws principles thereof. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaSUBORDINATION AGREEMENT, N.A., as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13, 2016 (the “Amendment”) among , 20 , among: (i) Xxxxxxx International, Inc.[SUBORDINATED LENDER], a Delaware corporation[ENTITY TYPE] duly organized and validly existing under the laws of the [JURISDICTION] (in such capacity, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (its successors in such capacity, the “Administrative Subordinated Lender”) (ii) CLIENTLOGIC CORPORATION, a corporation duly organized and validly existing under the laws of the State of Delaware (“ClientLogic”) each of the Subsidiaries of ClientLogic identified under the caption “Subsidiary Guarantors” on the signature pages hereto (,individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”, and the Subsidiary Guarantors collectively with ClientLogic, the “Obligors”); and (iii) XXXXXXX XXXXX CREDIT PARTNERS L.P., as agent for the lenders (the “Lenders”) party to the Credit Agreement referred to below (in such capacity, together with its successors and assigns, the “Agent”) which amends ). SITEL, LLC, a Delaware limited liability company (“U.S. Borrower”); CLIENTLOGIC HOLDING LIMITED, a company organized under the laws of England and Wales (“UK Borrower’s ”); CLIENTLOGIC CANADA CORPORATION, an Ontario Corporation (“Canadian Borrower”; Canadian Borrower, collectively with U.S. Borrower and UK Borrower, the “Borrowers”), the other Persons named therein, the Agent and the Lenders from time to time signatory thereto are party to a Credit Agreement Agreement, dated as of March 12January 30, 2015 2007 (as amended, supplemented supplemented, restated or otherwise modified prior from time to the date hereoftime, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined To induce the Lenders to enter into the Credit Agreement and to make extensions of credit thereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subordinated Lender has agreed to subordinate the Subordinated Debt (as hereinafter defined) to the Senior Debt (as so defined) all in the Amended Credit Agreement are used herein with manner and to the same meaning unless otherwise defined herein.extent hereinafter provided. Accordingly, the parties hereto agree as follows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of AmericaCitibank, N.A., as Administrative Agent for the Banks Lenders referred to below, c/o Citibank, N.A. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned, Xxxxxxx-Xxxxx Squibb Company (in such capacitythe “Company”), refers to the 364- Day Revolving Credit Facility Agreement, dated as of January 25, 2019 (as it may hereafter be amended, modified, extended or restated from time to time, the “Agreement”), among the Company, the Borrowing Subsidiaries, the Lenders named therein, Citibank, N.A. and JPMorgan Chase Bank, N.A., as Administrative AgentAgents, and the other Agents party thereto from time to time. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement. The Company and [Name of Borrowing Subsidiary] (the “Designated Borrowing Subsidiary”) confirm that the Designated Borrowing Subsidiary is a Wholly Owned Subsidiary. The Designated Borrowing Subsidiary hereby agrees to be bound in all respects by the terms of the Agreement, including without limitation, ARTICLE IV thereof, and to perform all of the obligations of a Borrowing Subsidiary thereunder. Each reference to a Borrowing Subsidiary in the Agreement shall be deemed to include the Designated Borrowing Subsidiary. The Company hereby ratifies and confirms the guarantee set forth in SECTION 8.16. of the Agreement with respect to all Loans made by any Lender to the Designated Borrowing Subsidiary. The address to which amends communications to the Borrower’s Designated Borrowing Subsidiary under the Agreement should be directed is: [Address] Taxpayer ID: [ ] The Designated Borrowing Subsidiary hereby agrees to provide the Lenders with any additional information and documentation reasonably requested that will allow such Lender to identify the Designated Borrowing Subsidiary in accordance with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, a Beneficial Ownership Certificate to the extent such Designated Borrowing Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. This instrument shall be construed in accordance with and governed by the laws of the State of New York. Loan proceeds should be deposited as provided in the Agreement. Upon the execution of this Borrowing Subsidiary Agreement by the Company and the Designated Borrowing Subsidiary, and the acceptance by the Paying Agent, the Designated Borrowing Subsidiary shall become a Borrowing Subsidiary under the Agreement as though it were an original party thereto and shall be entitled to borrow under the Agreement upon the satisfaction of the conditions precedent set forth in SECTION 4.2. (a) and SECTION 4.2. (b) of the Agreement. Very truly yours, XXXXXXX-XXXXX SQUIBB COMPANY By: Name Title: [DESIGNATED BORROWING SUBSIDIARY] By: Name Title: Accepted as of the date first above written. CITIBANK, N.A., as Administrative Agent Name Title: Citibank, N.A., as Administrative Agent for the Lenders referred to below, c/o Citibank, N.A. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned, Xxxxxxx-Xxxxx Squibb Company (the “Company”), refers to the 364- Day Revolving Credit Agreement Facility Agreement, dated as of March 12January 25, 2015 2019 (as it may hereafter be amended, supplemented modified, extended or restated from time to time, the “Agreement”), among the Company, the Borrowing Subsidiaries, the Lenders named therein, Citibank, N.A. and JPMorgan Chase Bank, N.A., as Administrative Agents, and the other Agents party thereto from time to time. Capitalized terms used and not otherwise modified defined herein shall have the meanings assigned to such terms in the Agreement. The Company hereby elects to terminate the status of [Name of Borrowing Subsidiary] (the “Terminated Borrowing Subsidiary”) as a Designated Borrowing Subsidiary for purposes of the Agreement. The Company represents and warrants that no Loans made to the Terminated Borrowing Subsidiary are outstanding as of the date hereof and that all principal and interest on all amounts payable by the Terminated Borrowing Subsidiary pursuant to the Agreement have been paid in full on or prior to the date hereof. This instrument shall be construed in accordance with and governed by the laws of the State of New York. Very truly yours, XXXXXXX-XXXXX SQUIBB COMPANY By: Name Title: FORM OF U.S. TAX CERTIFICATE (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the 364-Day Revolving Credit Facility Agreement, dated as of January 25, 2019 (as it may hereafter be amended, modified, extended or restated from time to time, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendmentamong Xxxxxxx-Xxxxx Squibb Company, the “Amended Credit Agreement”)Borrowing Subsidiaries, the Lenders named therein, and Citibank, N.A. and JPMorgan Chase Bank, N.A., as Administrative Agents, and the other Agents party thereto from time to time. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Amended Agreement. Pursuant to the provisions of SECTION 2.16. of the Credit Agreement Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a 10-percent shareholder of the Company within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are used herein not effectively connected with the same meaning unless otherwise defined hereinundersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Paying Agent and the Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Paying Agent and (2) the undersigned shall have at all times furnished the Company and the Paying Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks as defined in Lenders party to the $2,000,000,000 Term Loan Credit Agreement herein described dated as of January 21, 2015 among AT&T Inc., said Lenders and Mizuho Bank, Ltd., as Agent for said Lenders, and to Bank of AmericaMizuho Bank, N.A.Ltd., as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) I am the Senior Executive Vice President and General Counsel of the Second Amendment to Credit Agreement dated as of September 13, 2016 (the “Amendment”) among (i) Xxxxxxx International, AT&T Inc., a Delaware corporation, as borrower corporation (the “Borrower”). I am providing this opinion to you pursuant to Section 3.01(g)(iv) of the $2,000,000,000 Term Loan Credit Agreement, (ii) Xxxxxxx Restaurant Corporationdated as of January 21, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto 2015 (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among the Borrower, the Lenders party thereto and Mizuho Bank, Ltd., as Agent for said Lenders. Except as otherwise indicated, initially capitalized terms used in this opinion without definition shall have the meanings assigned to such terms in the Credit Agreement. In my capacity as Senior Vice President and General Counsel, I have reviewed or been made aware of the terms of those corporate and other records and documents I considered appropriate, including the Credit Agreement. As to certain matters of fact, I have relied upon (i) representations of the Borrower set forth in, and the certificates of public officials and certain officers of the Borrower delivered pursuant to, the Credit Agreement and (ii) oral or written statements and representations of individuals upon whom I believe I am justified in relying. As to certain opinions expressed herein, I have relied on the opinions of members of my staff upon whom I believe I am justified in relying. I have also examined or caused to be examined such other instruments and have made or directed to be made such other investigations as I have deemed necessary in connection with the opinions set forth below. With respect to my consideration of those questions of law that I have considered relevant for this opinion, I have relied upon the certifications, representations, opinions and conclusions of law of various attorneys in the AT&T legal department with responsibility, in whole or in part, for the areas that are the subject of the opinions set forth herein. I have assumed the genuineness of all signatures, the legal capacity of all natural persons executing agreements, instruments or documents, the completeness and authenticity of all documents submitted to me as originals and the conformity with originals of all documents submitted to me as copies. On the basis of such analysis, my reliance upon the assumptions in this opinion and my consideration of such questions of law that I considered relevant, and subject to the limitations and qualifications in this letter, I am of the opinion that: 1. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 2. The Credit Agreement has been duly authorized, executed and delivered, and constitutes a legal, valid and binding instrument enforceable against the Borrower in accordance with its terms. 3. Neither the execution and delivery of the Credit Agreement or the issuance of the Notes, nor the consummation of any other of the transactions therein contemplated, nor the fulfillment of the terms thereof will conflict with, result in a breach of, or constitute a default under, the charter or bylaws of the Borrower or the terms of any indenture or other agreement or instrument known to me and to which the Existing Banks have made available Borrower is a party or by which the Borrower is bound, or any applicable law, order or regulation constituting Included Laws known to me to be applicable to the Borrower a revolving credit facility (of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined hereinBorrower.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including the indemnification provisions of Section 10 and their respective successors the contribution provisions of Section 11, and assignsis fully informed regarding said provisions. This Assignment Each of the parties hereto further acknowledges that the provisions of Section 10 and Assumption may be executed Section 11 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any number preliminary prospectus, the Time of counterpartsSale Prospectus, which together each free writing prospectus prepared, authorized or used by the Company and the Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Company and BTIG, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute one instrumenta binding agreement between the Company and BTIG. Delivery Very truly yours, ZOSANO PHARMA CORPORATION By: /s/ Xxxxxx Xx Name: Xxxxxx Xx Title: Chief Executive Officer ACCEPTED as of an executed counterpart the date first-above written: BTIG, LLC By: /s/ XX Xxxxx Name: XX Xxxxx Title: Managing Director, Head of a signature page of this Assignment and Assumption by telecopy Healthcare Investment Banking SIGNATURE PAGE ZOSANO PHARMA – UNDERWRITING AGREEMENT None. Offered Shares: 15,937,130 Price to Public: The public offering price as to each investor shall be effective as delivery of a manually executed counterpart of this Assignment the price paid by each investor. Underwriting discounts and Assumption. This Assignment and Assumption commissions: BTIG’s discount shall be governed bythe difference between the price at which BTIG purchases shares from the Company and the price at which BTIG resells such shares. None. Form of Lock-up Agreement BTIG, and construed in accordance withLLC 000 Xxxxxxxxxx Xxxxxx 6th Floor San Francisco, the law of the State of Texas. To each of the Banks as defined in the Credit Agreement herein described and to Bank of America, N.A., as Administrative Agent CA 94111 Re: Proposed Registered Follow-On Offering by Zosano Pharma Corporation Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) The undersigned, a securityholder and/or officer and/or a director of the Second Amendment to Credit Agreement dated as of September 13Zosano Pharma Corporation, 2016 a Delaware corporation (the “AmendmentCompany”), understands that BTIG, LLC (“BTIG”) among proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company relating to the proposed registered follow-on offering (the “Offering”) of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The undersigned acknowledges that BTIG is relying on the representations and agreements of the undersigned contained in this lock-up agreement in conducting the Offering and, at a subsequent date, in entering into the Underwriting Agreement with the Company with respect to the Offering. In recognition of the benefit that the Offering will confer upon the undersigned as a securityholder and/or officer and/or a director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is [90]1 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not (and will cause any immediate family (as defined below) member not to), without the prior written consent of BTIG, which may withhold its consent in its sole discretion, directly or indirectly, (i) Xxxxxxx Internationalsell, Inc.offer to sell, contract to sell or lend, effect any short sale or establish or increase a Delaware corporationPut Equivalent Position (as defined in Rule 16a-1(h) under the Securities Exchange Act of 1934, as borrower amended (the “BorrowerExchange Act”)) or liquidate or decrease any Call Equivalent Position (as defined in Rule 16a-1(b) under the Exchange Act), pledge, hypothecate or grant any security interest in, or in any other way transfer or dispose of, any Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, in each case whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), (ii) Xxxxxxx Restaurant Corporationmake any demand for, a Delaware corporation or exercise any right with respect to the registration of any of the Lock-Up Securities, or the filing of any registration statement, prospectus or prospectus supplement (“Xxxxxxx Restaurant”)or an amendment or supplement thereto) in connection therewith, Xxxxxxx Floridaunder the Securities Act of 1933, Inc.as amended, a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”)enter into any swap, and Bank of Americahedge or any other agreement or any transaction that transfers, N.A., as Administrative Agent for the Banks (in such capacitywhole or in part, the “Administrative Agent”economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise, or (iv) which amends publicly announce the Borrower’s Credit Agreement dated as intention to do any of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined hereinforegoing.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law laws of the State of TexasNew York. To each of the Banks as defined [For Borrowings denominated in the Credit Agreement herein described and to Bank of Americadollars] JPMorgan Chase Bank, N.A., N.A. as Administrative Agent Loan and Agency Services Group 000 Xxxxxxx Xxxxxxxxxx Xxxx, Floor 03, Ops 2 Xxxxxx, XX 00000 Attention: Xxxx Reibenbach Fax: (000) 000-0000 Email: xxxx.xxxxxxxxxx@xxxxxxxx.xxx [For Borrowings denominated in any Designated Currency] X.X. Xxxxxx Europe Limited Loans Agency, 0xx Xxxxx 00 Xxxx Xxxxxx Canary Wharf, London E145JP United Kingdom Attention: Xxxxxx Xxxxxxx Fax: 00 000 000 0000 Email: Loanand-Agency-London @xxxxxxxx.xxx Copy to: JPMorgan Chase Bank, N.A. as Administrative Agent 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: [ ] Fax: (212) 270-[ ] [Date] Ladies and Gentlemen: This opinion Reference is furnished made to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13January 27, 2016 2014 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “BorrowerCredit Agreement”), (ii) among Xxxxxxx Restaurant Corporation, a Delaware corporation (the “Xxxxxxx RestaurantCompany”), Xxxxxxx Florida, Inc.the Borrowing Subsidiaries party thereto (each, a Delaware corporation (“Xxxxxxx FloridaBorrowing Subsidiary”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks Lenders party thereto (the “Banks”), and Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends . Capitalized terms used but not otherwise defined herein shall have the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to meanings specified in the date hereof, the “Existing Credit Agreement”). This notice constitutes a Borrowing Request and the [Company]/[undersigned Borrowing Subsidiary] hereby gives you notice, pursuant to Section [2.03] [2.04] of the Credit Agreement, that it requests a Borrowing under the Credit Agreement, and in connection therewith specifies the following information with respect to such Borrowing: (A) Borrower: (B) Class of Borrowing:11 (C) Currency of Borrowing:12 (D) Aggregate principal amount of Borrowing :13 $ (E) Date of Borrowing (which is a Business Day): (F) Type of Borrowing:14 (G) Interest Period and the Existing Banks last day thereof:15 (H) Location and number of the Applicable Funding Account to which proceeds of the requested Borrowing are to be disbursed: [Name of Bank] (Account No.: ) [Issuing Bank to which proceeds of the requested Borrowing are to be disbursed: ]16 The Borrower hereby certifies that the conditions specified in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement have made available been satisfied and that, after giving effect to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the AmendmentBorrowing requested hereby, the “Amended Aggregate Revolving Exposure and the Aggregate Designated Currency Revolving Exposure (or, in each case any component thereof) shall not exceed the applicable maximum amount thereof (or, in each case the maximum amount of any such component) specified in Section 2.01 (b) or 2.04(a) of the Credit Agreement”). Capitalized terms defined 11 Specify Tranche A Term Borrowing, Revolving Borrowing, Swingline Borrowing, Incremental Term Borrowing of any Series or, if any new Class of Commitments is established under Section 2.22 or 2.24, a Borrowing of such Class. 12 If no election as to the currency is specified, the such Borrowing shall be in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined hereindollars.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed and interpreted in accordance with, the law laws of the State Province of TexasOntario and the federal laws of Canada applicable therein. To each JPMorgan Chase Bank, N.A., Toronto Branch, as Administrative Agent 000 Xxx Xxxxxx Xxxxx Xxxx Xxxxx, Xxxxx 00 Xxxxxxx X00 0X0 Xxxxxx Attn: __________________ Re: Borrowing Request under Credit Agreement Ladies and Gentlemen: Reference is hereby made to the Credit Agreement dated as of June ___, 2009 (as in effect from time to time, the "Credit Agreement") between Biovail Corporation (the "Borrower"), the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., Toronto Branch, as Administrative Agent (the "Administrative Agent") and the other agents and arrangers party thereto. In accordance with Section 2.03 of the Banks Credit Agreement, the Borrower hereby requests the following Borrowing be made: (1) Aggregate Amount requested: (U.S.$/C$) $________________ (2) The effective date of the Borrowing: _________________ (3) The Type of Borrowing shall be: _________________ (4) The Interest Period of such Borrowing shall be (if applicable): _________________ The Borrower certifies that all other conditions precedent provided for in the Credit Agreement to the granting or making of the Borrowing(s) requested herein have been satisfied. Capitalized terms used above in this Borrowing Request are as defined in the Credit Agreement herein described and Agreement. By: Name Title FOR VALUE RECEIVED, the undersigned hereby promises to Bank pay to the order of America[name of Non-BA Lender] at its office at [insert address from Credit Agreement], N.A.the sum of _______________________ Dollars ($_______________________) in lawful money of Canadian on [insert date of maturity]. By: Name Title By: Name Title INCREASING LENDER SUPPLEMENT, as Administrative Agent Ladies and Gentlemen: This opinion is furnished dated __________, 20___ (this "Supplement"), to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement Agreement, dated as of September 13June __, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 2009 (as may be amended, restated, supplemented or otherwise modified prior from time to the date hereoftime, the “Existing "Credit Agreement”"), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility among Biovail Corporation (the Existing Credit Agreement as so amended by the Amendment"Borrower"), the “Amended Credit Agreement”Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., Toronto Branch, as administrative agent for the Lenders (the "Administrative Agent"). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State Province of TexasOntario and the federal laws of Canada applicable therein. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaTO: JPMORGAN CHASE BANK, N.A., as Administrative Agent Ladies and GentlemenTORONTO BRANCH RE: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Tranche A Exit Facility Agreement dated as of September 13May 1, 2016 (2003 made between, among others, the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower undersigned (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A.you, as Administrative Agent for Agent, and the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 lenders from time to time party thereto (as amended, supplemented or otherwise modified prior from time to time, the “Credit Agreement”) We refer to the Commitments of the Lenders under the Credit Agreement and we hereby give you notice that on [insert date] we wish to obtain a Borrowing in the aggregate amount of [Canadian][U.S.]$ . The Borrowing requested hereby is to take the form of: [ ] a B/A Borrowing [ ] a Prime Rate Borrowing [ ] a Base Rate Borrowing [ ] a Eurodollar Borrowing The Contract Period in respect of the B/A Borrowing requested hereby is days1. The Interest Period in respect of the Eurodollar Borrowing requested hereby is days2. The funds requested hereunder are hereby requested to be disbursed to our account at [Bank], Account # . We confirm that this account complies with the requirements of Section 5.17 of the Credit Agreement, and that the advance notice required has been provided in compliance with Section 2.2 of the Credit Agreement. We hereby certify, after due and careful investigation, that3: (i) each of the representations and warranties made by the Borrower in the Credit Agreement are true and correct on and as of the date hereof except 1 This sentence is only required in the context of a Borrowing Request for a B/A Borrowing. 2 This sentence is only required in the context of a Borrowing Request for a Eurodollar Borrowing. 3 This certification need not be made on conversions or rollovers. Note: A separate Notice of Borrowing/Continuation/Conversion must be submitted for each Type of Borrowing. to the extent that (i) any change to the representations and warranties has been disclosed to the Administrative Agent and accepted by the Required Lenders, or (ii) any representation and warranty is stated to be made as of a particular time; and (ii) on and as of the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”)no Default has occurred and is continuing. Capitalized All terms defined in the Amended Credit Agreement are and used herein with have the same meaning unless otherwise defined herein.meanings given to them in the Credit Agreement. DATED: By: Name: Title: By: Name: Title: ARTICLE 1 DEFINITIONS 2 1.1 Defined Terms 2 1.2 Terms Generally 25 1.3 Accounting Terms; GAAP 25 1.4 Time 26 1.5 Permitted Liens 26 1.6 Schedules and Exhibits 26 ARTICLE 2 LOANS 26 2.1 Loans 26 2.2 Borrowing, Continuation, Conversion and Roll-Over Elections 27 2.3 Interest and Acceptance Fees 30 2.4 Repayment of Loans; Fees 31 2.5 Evidence of Debt 32 2.6 Prepayments of Loans 33 2.7 Banker’s Acceptances 34 2.8 Alternate Rate of Interest 37 2.9 Increased Costs; Illegality 37 2.10 Break Funding Payments 39 2.11 Taxes 40

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of TexasNew York. To each FORM OF COLLATERAL VALUE REPORT ____________, 20__ Xxxxx Fargo Bank, National Association, as Administrative Agent 000 Xxxxx Xxxxxxx Xxxxxx 11th Floor Mail Code: D1053-115 Charlotte, NC 28288-0760 Attn: Xxxx Xxxxx Ladies and Gentlemen: Reference is made to the Third Amended and Restated Credit Agreement, dated as of May 26, 2016, among Everest Re Group, Ltd., a company organized under the Banks laws of Bermuda ("Everest Group"), Everest Reinsurance (Bermuda), Ltd., a company organized under the laws of Bermuda ("Everest Bermuda"), Everest International Reinsurance, Ltd., a company organized under the laws of Bermuda ("Everest International" and, collectively with Everest Group and Everest Bermuda, the "Borrowers"), the Lenders defined therein and Xxxxx Fargo Bank, National Association ("Xxxxx Fargo"), as administrative agent for the Lenders (as amended or otherwise modified from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement are, unless otherwise defined herein described and to Bank of Americaor the context otherwise requires, N.A., used herein as Administrative Agent Ladies and Gentlemen: defined therein. This opinion Collateral Value Report is furnished to you delivered pursuant to § 3(a)(ivSection 6.11(b) of the Second Amendment to Credit Agreement. The date of this Collateral Value Report is _____________, 20__ (the "Report Date"). Set forth on Attachment A is the computation of the Collateral Value of both the Borrower submitting this report and the aggregate Collateral Value of the Borrowers and certain other information required by Section 6.11(b) of the Credit Agreement dated as of September 13______________, 2016 20__ (the “Amendment”"Valuation Date"), calculated in accordance with the definition of "Collateral Value" contained in the Credit Agreement and the other provisions of the Credit Agreement (including Section 8.11 thereof and Schedule 1.1(b) among thereto). The undersigned hereby certifies that (i) Xxxxxxx International, Inc., a Delaware corporation, the information on Attachment A correctly sets forth the Collateral Value (in the aggregate and for each category of Collateral) of the Borrower submitting this report and for all Borrowers and the Secured Letter of Credit Exposure (in the aggregate and with respect to Secured Letters of Credit issued for the account of the Borrower) as borrower (of the “Borrower”), Valuation Date; (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) aggregate Secured Letter of Credit Exposure does not exceed the aggregate Collateral Value as guarantors, and of the Valuation Date; (iii) the banks party thereto (the “Banks”), and Bank Secured Letter of America, N.A., as Administrative Agent Credit Exposure with respect to Secured Letters of Credit issued for the Banks account of the Borrower does not exceed the Collateral Value of the Borrower; and (in such capacity, iv) nothing has come to the “attention of the undersigned to cause the undersigned to believe that the Administrative Agent”, for the ratable benefit of the Secured Lenders, does not have a first priority perfected Lien (subject to permitted Liens in favor of Custodians) which amends on and security interest in the Borrower’s Credit Agreement dated Collateral set forth on Attachment A as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”)Report Date. Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.[NAME OF XXXXXXXX] By: Name: Title:

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. The Borrower and the Guarantors are express third-party beneficiaries of this Assignment and Acceptance. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, by and construed in accordance with, with the law of the State of TexasNew York. To each Table of the Banks as defined in the Credit Agreement herein described and to Contents EXHIBIT D Table of Contents March [●], 2020 Gxxxxxx Sxxxx Bank of America, N.A.USA, as Administrative Agent Gxxxxxx Sachs Bank USA 2000 Xxxx Xxx, 29th Floor Dallas, TX 75201 Attention: SBD Operations Email: gx-xxxxxx-xxxxxxxxxxx@xx.xxxxx.xx.xxx and gx-xxxxxxxxx-xxxxxxxxxxxxxxx@xx.xxxxx.xx.xxx Phone: (000) 000-0000 Fax: (000) 000-0000 Re: Term Loan Credit and Guaranty Agreement Ladies and Gentlemen: This opinion is furnished We refer to you pursuant the Term Loan Credit and Guaranty Agreement, dated or to § 3(a)(iv) of the Second Amendment to Credit Agreement be dated as of September 13on or about March 20, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 2020 (as amended, supplemented restated, amended and restated, supplemented, modified or otherwise modified prior extended from time to the date hereoftime, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement among United Airlines, Inc., as so amended by the AmendmentBorrower, United Airlines Holdings, Inc. and its subsidiaries party thereto other than Borrower, as Guarantors, the “Amended Credit Agreement”)Lenders party thereto, Gxxxxxx Sachs Bank USA, as Administrative Agent and the joint lead arrangers party thereto. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Amended Credit Agreement are used herein with Agreement. We hereby give you notice requesting a Loan pursuant to Section 2.03(b) of the same meaning unless otherwise defined hereinCredit Agreement, and in that connection we set forth below the required information relating to such Loan (the “Requested Loan”): (1) The aggregate principal amount of the Requested Loan is $[__].

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaDecember 2, 2014 MUFG Union Bank, N.A., as Administrative Agent and a Lender 000 Xxxxx Xxxxxxxx Xxxxxx, 15th Floor Los Angeles, California 90071 The Lenders listed on Schedule I hereto Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) I am Vice President and General Counsel of the Second Amendment to Credit Agreement dated as of September 13Tucson Electric Power Company, 2016 an Arizona corporation (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx FloridaCompany”), and Xxxxxxx Texashave acted as such in connection with the Credit Agreement, Inc.dated as of December 2, a Delaware corporation (“Xxxxxxx Texas” 2014, among the Company, the Lenders party thereto, U.S. Bank National Association, Xxxxx Fargo Bank, National Association and together with Xxxxxxx Restaurant and Xxxxxxx FloridaThe Bank of Nova Scotia, each a “Guarantor” and together the “Guarantors”) as guarantorsCo-Documentation Agents, and (iii) the banks party thereto (the “Banks”), and Bank of AmericaMUFG Union Bank, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined In so acting I have reviewed all corporate proceedings of the Company in connection with the authorization, execution and delivery of the Credit Agreement, the promissory notes executed and delivered by the Company on the date hereof pursuant to Section 2.07(e) of the Credit Agreement (the “Notes”) and the fee letter agreement, dated December 2, 2014, between the Company and MUFG Union Bank, N.A., as Administrative Agent (the “Fee Letter”). I have also examined such other documents and satisfied myself as to such other matters as I have deemed necessary as a basis for the opinions set forth below. I have relied as to various questions of fact upon the representations and warranties of the Company contained in the Amended Credit Agreement are and in the certificates of public officials and officers of the Company delivered thereunder. Unless otherwise specified herein, capitalized terms used herein have the respective meanings set forth in the Credit Agreement. Based upon and subject to the foregoing, and subject also to the qualifications hereinafter set forth, I am of the opinion that: 1. The Company (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and (b) has the corporate power and authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged. 2. The Company has the corporate power and authority (a) to execute, deliver and perform the Credit Agreement, the Notes and the Fee Letter and (b) to borrow under the Credit Agreement. The Company has taken all necessary corporate action to authorize (i) the execution, delivery and performance of the Credit Agreement, the Notes and the Fee Letter and (ii) the borrowings under the Credit Agreement. DB1/ 81347807.4 December 2, 2014 3. The Credit Agreement, the Notes and the Fee Letter have been duly and validly executed and delivered on behalf of the Company. The Credit Agreement, the Notes and the Fee Letter constitute legal, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the same meaning unless otherwise defined hereinenforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and subject to any principles of public policy limiting the right to enforce indemnification or contribution provisions contained in the Credit Agreement with respect to liabilities under federal or state securities laws.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic transmission (i.e. “pdf”) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to [Date] Union Bank, N.A. 1980 Saturn Street, 0xx Xxxxx XX X00-000 Xxxxxxxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx Union Bank of America0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, N.A.XX 00000 Attention: Xxxxxxxx Xxxx Union Bank, as Administrative Agent N.A. 000 Xxxxx Xxxxx, Suite 4200 Dallas, Texas 75201 Attention: Xxxxxxx X. Xxxxxxxxx Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13The undersigned, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc.HollyFrontier Corporation, a Delaware corporation, as borrower corporation (the “Borrower”), refers to the Senior Unsecured 5-Year Revolving Credit Agreement dated as of July 1, 2014 (ii) Xxxxxxx Restaurant Corporationas amended, a Delaware corporation (“Xxxxxxx Restaurant”)restated, Xxxxxxx Floridasupplemented or otherwise modified from time to time, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “GuarantorsCredit Agreement”, with terms defined in the Credit Agreement and not otherwise defined herein being used herein as therein defined) among the Borrower, Union Bank, N.A., as Administrative Agent, Swingline Lender and an Issuing Bank, the Lenders and other Persons from time to time party thereto. The Borrower hereby notifies you, pursuant to Section 2.02 of the Credit Agreement, that it has arranged for the aggregate amount of the Commitments under the Credit Agreement to be increased by adding to the Credit Agreement the CI Lenders referenced below and/or by allowing one or more existing Lenders to increase their respective Commitments. With respect thereto, the Borrower sets forth below the information relating to such proposed Commitment Increase as required by Section 2.02(b) of the Credit Agreement: (a) the effective date of such increase of aggregate amount of the Lenders’ Commitments is ________________ (herein, the “Commitment Increase Effective Date”) as guarantors, and 1; (iiib) the banks party thereto amount of the requested increase of the Commitments is $________________ (the “BanksCommitment Increase”); (c) the CI Lenders that have agreed with the Borrower to provide their respective Commitments are _____________________________ [INSERT NAMES OF THE CI LENDERS]; (d) the existing Lenders that have agreed with the Borrower to increase their respective Commitments are _____________________________ [INSERT NAMES OF THE LENDERS]; and _______________ 1 The Commitment Increase Effective Date Shall be no earlier than five Business Days after receipt by the Administrative AGent of this notice. (e) set forth on Annex I attached hereto is the amount of the respective Commitments of each Lender and each CI Lender, after giving effect to the Commitment Increase hereunder, including the Commitments of all Reducing Percentage Lenders, all CI Lenders and Bank all existing Lenders increasing their respective Commitments as of Americathe Commitment Increase Effective Date. As of the Commitment Increase Effective Date, Schedule 2.01 to the Credit Agreement shall be deemed to be amended and restated or replaced in its entirety with Annex I attached hereto to reflect the Commitment of each Lender (including any CI Lenders) after giving effect to the Commitment Increase. Delivery of an executed counterpart of this Notice of Commitment Increase by telecopier, facsimile or other electronic transmission (i.e. “pdf”) shall be effective as delivery of an original executed counterpart of this Notice of Commitment Increase. Very truly yours, By: __________________ Name: __________________ Title: __________________ On [_________] 2, acknowledged by: UNION BANK, N.A., as Administrative Agent By: __________________ Name: __________________ Title: __________________ _______________ 2 Insert date that Administrative Agent acknowledges receipt of this notice. [Insert revised schedule] Union Bank, N.A., as Administrative Agent for the Banks (in such capacity, Lenders parties to the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12referred to below Union Bank, 2015 (as amendedN.A. 1980 Saturn Street, supplemented or otherwise modified prior to the date hereof0xx Xxxxx XX X00-000 Xxxxxxxx Xxxx, the “Existing Credit Agreement”)XX 00000 Attention: Xxxxxxx Xxxxxxx Union Bank, pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the AmendmentN.A. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.XX 00000 Attention: Xxxxxxxx Xxxx Union Bank, N.A. 000 Xxxxx Xxxxx, Suite 4200 Dallas, Texas 75201

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the law of the State of TexasTHE LAW OF THE STATE OF NEW YORK. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaXxxxxx Xxxxxxx Senior Funding, N.A.Inc., as Administrative Agent for the Lenders party to the Credit Agreement referred to below 0 Xxxxxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxx, Xxx Xxxx, 00000 Attention: Agency Team Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13The undersigned, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower Zynga Inc. (the “Borrower”), refers to the Amended and Restated Revolving Credit Agreement, dated as of July 21, 2011 and amended and restated as of June 20, 2013 (ii) Xxxxxxx Restaurant Corporationas the same may be further amended, a Delaware corporation (restated, amended and restated, modified, extended and/or supplemented from time to time, the “Xxxxxxx Restaurant”Credit Agreement,” the terms defined therein being used herein as therein defined), Xxxxxxx Floridaamong the Borrower, Inc., a Delaware corporation the lenders from time to time party thereto (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “GuarantorLender” and together collectively, the “GuarantorsLenders”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A.you, as Administrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.3 of the Banks Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (in such capacity, the “Administrative AgentProposed Borrowing”) which amends as required by Section 2.3 of the Borrower’s Credit Agreement dated as Agreement: (i) The Business Day of March 12the Proposed Borrowing is 20__.1 (ii) The aggregate principal amount of the Proposed Borrowing is [ ]2. (iii) The Proposed Borrowing is to consist of [ABR Loans] [Eurodollar Loans]. 1 Shall be a Business Day at least one Business Day in the case of ABR Loans and at least three Business Days in the case of Eurodollar Loans, 2015 (as amendedin each case, supplemented or otherwise modified prior to after the date hereof, provided that any such notice shall be deemed to have been given on a certain day only if given before 12 Noon (New York City time) in the “Existing case of ABR Loans or before 11:00 a.m. (New York City time) in the case of Eurodollar Loans, on such day. 2 Such amount to be stated Dollars. (iv) The initial Interest Period for the Proposed Borrowing is [one/two/three/six/nine/twelve months][insert period less than one month]3.] (v) The location and number of the account or accounts to which funds are to be disbursed is as follows: [Insert location and number of the account(s)] The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing: (A) the representations and warranties of the Borrower set forth in the Credit Agreement”Agreement [(other than as set forth in Section 3.4(b) of the Credit Agreement)]4 and in the other Loan Documents are and will be true and correct, on and as of the date of the Proposed Borrowing, except that (i) for purposes of this Borrowing Request, the representations and warranties contained in Section 3.4(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), pursuant to which respectively, of Section 5.1 of the Existing Banks have made available Credit Agreement and (ii) to the Borrower extent that such representations and warranties specifically refer to an earlier date, they were true and correct in all material respects as of such earlier date; and (B) at the time of and immediately after giving effect to the Proposed Borrowing, no Default has occurred and is continuing. 3 To be included for a revolving credit facility (the Existing Credit Agreement as so amended by the AmendmentProposed Borrowing of Eurodollar Loans. Interest Periods of nine, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein twelve or less than one month only available with the same meaning unless otherwise defined hereinconsent of each Lender.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of The Commonwealth of Massachusetts. May 12, 2010 To the State of Texas. To each of the Banks as defined in Lenders from time to time party to the Credit Agreement herein described and referred to below c/o Bank of America, N.A., as Administrative Agent Ladies 0000 Xxxxxx Xxxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Re: Liberty Mutual Agency Corporation I am an attorney on the legal staff of Liberty Mutual Insurance Company and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated have acted as of September 13, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower counsel for Liberty Mutual Agency Corporation (the “Borrower”), ) in connection with the preparation of the Revolving Credit Agreement (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (the “Xxxxxxx RestaurantCredit Agreement”), Xxxxxxx Floridadated as of May 12, Inc.2010, a Delaware corporation (“Xxxxxxx Florida”)among the Borrower, and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks Lenders party thereto (the “Banks”)thereto, and Bank of America, N.A., as Administrative Agent administrative agent for such Lenders and as the Fronting L/C Issuer Several L/C Agent. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement. In connection with the legal opinions hereinafter expressed, I have examined and relied on originals or copies, certified or otherwise identified to my satisfaction, of executed copies of the Credit Agreement and each of the Notes. In addition, I have examined and relied on originals or copies, certified or otherwise identified to my satisfaction, of such Instruments and certificates of public officials, officers and representatives of the Borrower and such other Persons, and such corporate records of the Borrower, and I have made such investigations of law, as I have deemed appropriate as a basis for the Banks legal opinions expressed below. As to various questions of fact material to this legal opinion, I have relied with your permission and without independent verification upon the representations made in the Credit Agreement and upon certificates of and discussions with officers and other representatives of the Borrower. In rendering the legal opinions hereinafter set forth, I have assumed with your permission and without independent verification (i) the authenticity of all documents and Instruments submitted to me as copies, (ii) the genuineness of all signatures (other than those of Persons signing on behalf of the Borrower), (iii) the power and authority of the parties to the Credit Agreement (other than the Borrower) to execute, deliver and perform the Credit Agreement, (iv) that the Credit Agreement has been duly authorized, executed and delivered by each party thereto (other than the Borrower) and is the legal, valid and binding obligation of each party thereto (other than the Borrower), enforceable against each such other party in accordance with its terms, (v) that each such capacityother party is in compliance with all applicable state and federal laws regulating lenders or the conduct of their business, and (vi) that all parties to the transactions contemplated by the Credit Agreement have acted and will continue to act in good faith. As used in this opinion letter, the expressions “Administrative Agent”) to my knowledge,” “to the best of my knowledge” or “of which amends I have knowledge,” means as to matters of fact that, based on actual knowledge, and after an examination of documents referred herein and after inquiries of certain officers of the Borrower’s , no facts have been disclosed to me that have caused me to conclude that the opinions expressed are factually incorrect; but beyond that I have made no factual investigation for the purposes of rendering this opinion letter. Specifically, but without limitation, (i) I have conducted no independent investigation of the matters set forth in connection therewith (including, without limitation, no search of dockets, records or other matters) and (ii) I have not conducted a litigation search or other search or investigation with respect to any pending items of litigation or orders or decrees. Based upon my examination of and reliance upon the foregoing and subject to the limitations, exceptions, qualifications and assumptions set forth below and except as set forth in the Credit Agreement dated and Notes, I am of the opinion that as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof: 1. Each of the Borrower and its Significant Subsidiaries (a) is validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own its Property and to conduct the business in which it is currently engaged, and (c) is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification, except to the extent that any failures so to be duly qualified or in good standing could not have a Materially Adverse Effect. 2. The Borrower has the corporate power and authority and the legal right to make, deliver and perform the Credit Agreement and to perform each of the Notes and to borrow and incur L/C Obligations under the Credit Agreement; the Borrower has taken all necessary corporate action to authorize the borrowings and incurrences of L/C Obligations on the terms and conditions of the Credit Agreement and the Notes; and the Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of the Credit Agreement and each of the Notes. Except as has been given or made, no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or, to the best of my knowledge, any other Person, is required in connection with the borrowings and incurrences of L/C Obligations by the Borrower under the Credit Agreement and the Notes or with the execution and delivery of the Credit Agreement, or the performance, validity or enforceability of the Credit Agreement or the Notes. The Credit Agreement has been duly executed and delivered on behalf of the Borrower. The Credit Agreement and the Notes constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 3. The execution and delivery of the Credit Agreement, the “Existing performance of the Credit Agreement and each of the Notes, the borrowings and incurrences of L/C Obligations thereunder, and the use of proceeds thereof, all as contemplated in the Credit Agreement”), will not violate, to the best of my knowledge, any Contractual Obligation of the Borrower or any Applicable Laws, or result in or require the creation or imposition of any Lien on any of the Properties or revenues of the Borrower pursuant to which any Contractual Obligation of the Existing Banks have made available Borrower, except to the Borrower extent that any such violation of any Contractual Obligation or any Applicable Laws or creation or imposition of Liens could not reasonably be expected to have a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined hereinMaterially Adverse Effect.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature (as defined in the Note Purchase Agreement) or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System (as defined in the Note Purchase Agreement) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) THEREOF. EXHIBIT B See attached. This Assignment and Assumption shall be governed byIntercreditor Agreement (this “Agreement”), is dated as of February 3, 2020, and construed in accordance with, the law of the State of Texas. To each of the Banks as defined in the Credit Agreement herein described and to Bank of Americais between JPMORGAN CHASE BANK, N.A., as Administrative Agent Ladies (in such capacity, with its successors and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated assigns, and as of September 13more specifically defined below, 2016 (the “AmendmentABL First Lien Agent”) among for the ABL First Lien Secured Parties (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”defined below), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of AmericaJPMORGAN CHASE BANK, N.A., as Administrative Agent for the Banks (in such capacity, with its successors and assigns, and as more specifically defined below, the “Administrative Floor Plan First Lien Agent”) which amends for the Borrower’s Credit Agreement dated as of March 12, 2015 Floor Plan First Lien Secured Parties (as amendeddefined below) and U.S. BANK NATIONAL ASSOCIATION, supplemented or otherwise modified prior to the date hereofas Notes Representative (in such capacity, with its successors and assigns, and as more specifically defined below, the “Existing Credit AgreementSecond Lien Agent”) for the Second Lien Secured Parties (as defined below), and acknowledged by X. XXXXX PRINCIPAL MERGER CORP., to be re-named ALTA EQUIPMENT GROUP INC., a Delaware corporation, ALTA EQUIPMENT HOLDINGS, INC., a Michigan corporation, ALTA ENTERPRISES, LLC, a Michigan limited liability company, ALTA CONSTRUCTION EQUIPMENT ILLINOIS, LLC, a Michigan limited liability company, ALTA HEAVY EQUIPMENT SERVICES, LLC, a Michigan limited liability company, ALTA INDUSTRIAL EQUIPMENT MICHIGAN, LLC, a Michigan limited liability company, ALTA CONSTRUCTION EQUIPMENT, L.L.C., a Michigan limited liability company, ALTA INDUSTRIAL EQUIPMENT COMPANY, L.L.C., a Michigan limited liability company, NITCO, LLC, a Michigan limited liability company, and ALTA CONSTRUCTION EQUIPMENT FLORIDA, LLC, a Michigan limited liability company (all of the foregoing limited liability companies and corporations, collectively, the “Borrowers”, each individually, a “Borrower”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility and all other Loan Parties (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”defined below). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of TexasIllinois. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaMontreal as Agent (the “Agent”) for the Lenders referred to below 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, N.A.Xxxxxxxx 00000 Attention: Xxxx Xxxxxxxxx, as Administrative Agent Ladies Director Re: Fourth Amended and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Restated Credit Agreement dated as of September 13November 25, 2016 (the “Amendment”) 2013 among (i) Xxxxxxx InternationalEMCOR Group, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks Lenders party thereto (the “Banks”), and Bank of America, N.A.Montreal, as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, modified or supplemented or otherwise modified prior from time to the date hereoftime, the “Existing Credit Agreement”), pursuant Ladies and Gentlemen: In accordance with the Credit Agreement, the Company hereby requests that the Agent consent to which an increase in the Existing Banks have made available to the Borrower a revolving credit facility Aggregate Revolving Commitments (the Existing “Commitment Amount Increase”), in accordance with Section 1.11 of the Credit Agreement, to be effected by [an increase in the Aggregate Revolving Commitment of [name of existing Lender] the addition of [name of Additional Lender] (the “Additional Lender”) as a Lender under the terms of the Credit Agreement]. Capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement. After giving effect to such Commitment Amount Increase, and upon the effectiveness of the Commitment Amount Increase, the U.S. Dollar Commitment and/or Multicurrency Commitment of [the Lender increasing its relevant Commitment] [the Additional Lender] will be as set forth on Attachment I hereto. 1. The Additional Lender hereby confirms that it has received a copy of the Credit Agreement and the exhibits and schedules related thereto, together with copies of the documents which were required to be delivered under the Credit Agreement as so amended a condition to the making of the Loans and other extensions of credit thereunder. The Additional Lender acknowledges and agrees that it has made and will continue to make, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, its own credit analysis and decisions relating to the Credit Agreement. The Additional Lender further acknowledges and agrees that the Agent has not made any representations or warranties about the credit worthiness of the Company or any other party to the Credit Agreement or with respect to the legality, validity, sufficiency or enforceability of the Credit Agreement or the value of any security #PageNum# 2. Except as otherwise provided in the Credit Agreement, effective as of the date of acceptance hereof by the AmendmentAgent, the “Amended Credit Agreement”). Capitalized Additional Lender agrees to be bound by the terms defined and conditions set forth in the Amended Credit Agreement are used herein as if it were an original signatory thereto. 3. The Additional Lender hereby advises you of the following administrative details with the same meaning unless otherwise defined herein.respect to its Loans and Aggregate Revolving Commitment:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each GUARANTEE AGREEMENT dated as of [•], 2012, among YUM! BRANDS, INC., a North Carolina corporation (the “Company”), the subsidiaries of the Banks Company listed on Schedule A hereto and such other subsidiaries as defined in shall become parties hereto pursuant to Section 19 hereof (such listed and other subsidiaries of the Credit Agreement Company being referred to herein described collectively as the “Subsidiary Borrowers”; and the Subsidiary Borrowers and the Company being referred to Bank herein collectively as the “Borrowers”), the subsidiaries of Americathe Company listed on Schedule B hereto (such subsidiaries of the Company being referred to herein collectively as the “Subsidiary Guarantors”; and the Subsidiary Guarantors and the Company being referred to herein collectively as the “Guarantors”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends for the Borrower’s Lenders party to the Credit Agreement dated as of March 12[•], 2015 2012 (as amended, supplemented or otherwise modified prior amended from time to the date hereoftime, the “Existing Credit Agreement”), pursuant among the Borrowers, the Lenders party thereto and the Administrative Agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to which such terms in the Existing Credit Agreement. The Lenders have respectively agreed to make Loans to the Borrowers, and the Issuing Banks have made available agreed to issue the Letters of Credit for the account of the Borrowers. The obligations of the Lenders to lend, and of the Issuing Banks to issue Letters of Credit, under the Credit Agreement are conditioned on, among other things, the execution and delivery by the Guarantors of a guarantee agreement in the form hereof. As Affiliates of the Borrowers as of the Effective Date, the Guarantors acknowledge that they will derive substantial benefits from the extensions of credit to the Borrower Borrowers under the Credit Agreement. As consideration therefor and in order to induce the Lenders to make Loans and to induce the Issuing Banks to issue Letters of Credit, the Guarantors are willing to execute and deliver this Agreement. Accordingly, the parties hereto agree as follows: SECTION 1. Each of the Guarantors unconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, as a revolving credit facility primary obligor and not merely as a surety, the due and punctual payment by each of the Borrowers of (a) the Existing principal of, premium, if any, and interest on the Loans made to each such Borrower, when and as due, whether at maturity, by acceleration, upon one or more dates set for repayment or otherwise; (b) each payment required to be made by each of the Borrowers under Section 2.06 of the Credit Agreement in respect of any Letter of Credit, including in respect of reimbursements of LC Disbursements, when and as so amended by due, including interest thereon, if any, and obligations to provide cash collateral; and (c) all other monetary obligations of each of the AmendmentBorrowers to the Lenders, the “Amended Issuing Banks and the Administrative Agent under the Credit Agreement, in each case including interest or other monetary obligations accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) (all the foregoing obligations being collectively called the “Obligations”). Capitalized terms defined Each of the Guarantors further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation. SECTION 2. Each of the Amended Guarantors waives presentment to, demand of payment from and protest to each of the Borrowers of any of the Obligations, and also waives notice of acceptance of its guarantee and notice to protest for nonpayment. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of the Administrative Agent, any Issuing Bank or any Lender to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of the Credit Agreement are used herein or otherwise; (b) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, the Credit Agreement, any guarantee or any other agreement, including with respect to any other Guarantor under this Agreement; or (c) the same meaning unless otherwise defined hereinfailure of the Administrative Agent, any Issuing Bank or any Lender to exercise any right or remedy against any other Guarantor or guarantor of the Obligations.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law laws of the State of TexasNew York. To each of the Banks as defined in Lenders party to the Five-Year Credit Agreement herein described and JPMorgan Chase Bank, N.A., as Administrative Agent J.X. Xxxxxx Europe Limited, as London Agent Ladies and Gentlemen: We have acted as counsel to Bxxxx-Xxxxxx Corporation, a Delaware corporation (the "Company"), in connection with the transactions that are the subject of that certain Five-Year Credit Agreement dated April 30, 2007, among the Company, Bxxxx-Xxxxxx Beverages, Europe, LTD, JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") and as a Lender, J.X. Xxxxxx Europe Limited, as London Agent (in such capacity, the “London Agent” and together with the Administrative Agent, the “Agents”), Bank of America, N.A., as Administrative Syndication Agent Ladies and Gentlemen: as a Lender, Citicorp North America, Inc., Barclays Bank Plc, National City Bank and Wachovia Bank, National Association, as Co-Documentation Agents and as Lenders, and various other Lenders identified therein (the "Five-Year Credit Agreement"). This opinion letter is furnished provided to you at the request of the Company pursuant to § 3(a)(ivsubsection 4.01(b) of the Second Amendment to Five-Year Credit Agreement. Capitalized terms used but not otherwise defined herein have the same meanings as in the Five-Year Credit Agreement. We have examined the Five-Year Credit Agreement and we have also reviewed such corporate records of the Company, such certificates of public officials and such other matters regarding the Company as we have deemed necessary or appropriate for purposes of this opinion letter. As to factual matters, we have assumed the correctness of and relied upon statements and other representations of the Company and the officers thereof set forth in the Five-Year Credit Agreement and in certificates provided pursuant to or in connection with the Five-Year Credit Agreement or otherwise provided to us, and upon certificates of public officials, and we have made no independent inquiries or investigations. For purposes of the opinions on the existence and good standing of the Company, we have relied solely upon a certificate of existence from the Delaware Secretary of State dated April 30, 2007. In making such examination and in expressing our opinions, we have assumed, without investigation or inquiry: (a) the due organization and existence of all parties to the Five-Year Credit Agreement, except to the extent that we express an opinion in Paragraph 1 below regarding the existence of the Company, (b) the due authorization, execution and delivery of the Five-Year Credit Agreement by all parties thereto other than the Company, (c) that all parties to the Five-Year Credit Agreement have the legal right, power and authority to enter into the Five-Year Credit Agreement and to consummate the transactions contemplated thereby, except to the extent that we express an opinion in Paragraph 1 below regarding the corporate power and corporate authority of the Company, and (d) that all signatures on any executed documents furnished to us are genuine, all original documents submitted to us are authentic originals and all certified or other reproductions of documents submitted to us conform to the original documents. Based upon the foregoing and subject to the assumptions, limitations and qualifications herein set forth, we are of the opinion that: 1. The Company is an existing Delaware corporation, in good standing under the laws of Delaware. The Company has the necessary corporate power and corporate authority to execute and deliver the Five-Year Credit Agreement and to enter into and perform its obligations thereunder. The execution and delivery of the Five-Year Credit Agreement and the performance and observance of the provisions thereof have been properly authorized by all necessary corporate actions on the part of the Company. 2. The Five-Year Credit Agreement has been properly executed by the Company and, as executed and delivered, is a valid and binding obligation of September 13the Company and is enforceable against the Company in accordance with its terms. 3. The execution and delivery by the Company of the Five-Year Credit Agreement, 2016 the consummation of the financing transaction that is the subject thereof and the borrowings by the Company in accordance with the Five-Year Credit Agreement (a) will not violate the “Amendment”certificate of incorporation or bylaws of the Company, (b) among are not prohibited by, and will not subject the Company to any fine, penalty or similar sanction under, any federal or Tennessee statute or regulation, Delaware general corporate law or, to our knowledge, any order that is specifically directed to the Company of any court, arbitrator or regulatory authority having jurisdiction over the Company, and (c) will not constitute a breach of or a default under, or result in the imposition of a Lien on any properties of the Company or any of its subsidiaries under, any of the agreements identified on Annex 1 hereto. 4. No authorization, consent, approval or other action by or filing (a) with any federal or Tennessee governmental authority or (b) with any Delaware governmental authority as prescribed by the Delaware General Corporation Law, is required for the execution and delivery by the Company of the Five-Year Credit Agreement, the consummation of the financing transaction that is the subject thereof, borrowings by the Company thereunder or the performance by the Company of its payment obligations thereunder. 5. The Company is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock within the meaning of, and consummation of the financing transactions contemplated by the Five-Year Credit Agreement will not violate, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System. 6. The Company is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended. We express no opinion as to the enforceability of the choice of law provisions contained in the Five-Year Credit Agreement under the laws of New York or Tennessee, nor, assuming such provisions would be enforceable under the choice-of-law principles of New York and Tennessee, do we state any opinion as to the enforceability of the Five-Year Credit Agreement under the internal laws of New York. Notwithstanding the foregoing, you have requested us to examine the Five-Year Credit Agreement and provide you with the enforceability opinion set forth in Paragraph 2 herein assuming, solely for purposes of such opinions, that the internal laws of Tennessee would govern the Five-Year Credit Agreement. If the Five-Year Credit Agreement were to be governed by the internal laws of Tennessee, our enforceability opinion in Paragraph 2 would be as set forth therein. We note that if a court of competent jurisdiction determines the Five-Year Credit Agreement to be unenforceable under the laws of New York, then such agreement may not be enforced by Tennessee courts under applicable Tennessee conflict of law principles. The opinions expressed herein are limited to the laws of Tennessee, the Delaware General Corporation Law and the federal laws of the United States of America. The opinions expressed herein are qualified as follows: (a) The validity, binding nature and enforceability of any liability, obligation, instrument, document or agreement are subject to (i) Xxxxxxx Internationalapplicable bankruptcy, Inc.reorganization, a Delaware corporationinsolvency, as borrower (moratorium, fraudulent conveyance, fraudulent transfer and similar federal and state laws affecting the “Borrower”)rights and remedies of creditors, and (ii) Xxxxxxx Restaurant Corporationgeneral principles of equity, whether applied in a Delaware corporation (“Xxxxxxx Restaurant”)proceeding at law or in equity, Xxxxxxx Floridawhich may, Inc.among other things, a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together limit the “Guarantors”) as guarantors, and (iii) ability of the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for or the Banks Lenders to accelerate the maturity of the Obligations on the basis of an immaterial breach of a provision of the Five-Year Credit Agreement, or limit the availability of equitable remedies (in such capacity, including but not limited to the “Administrative Agent”remedy of specific performance). (b) which amends We express no opinion with respect to the Borrower’s effect of any provision of the Five-Year Credit Agreement dated insofar as it provides that any Person purchasing a participation from a Lender or other Person may exercise set-off or similar rights with respect to such participation or that any Lender or other Person may exercise set-off or similar rights other than in accordance with applicable law. (c) We express no opinion with respect to the effect of any provision of the Five-Year Credit Agreement imposing penalties or forfeitures. (d) We express no opinion with respect to the enforceability of any provision of any of the Five-Year Credit Agreement to the extent that such provision constitutes a waiver of illegality as a defense to performance of contract obligations. (e) We express no opinion with respect to the effect of any provision of the Five-Year Credit Agreement relating to indemnification or exculpation in connection with violations of any securities laws or relating to indemnification, contribution or exculpation in connection with willful, reckless or criminal acts or gross negligence of the indemnified or exculpated Person or the Person receiving contribution. (f) We express no opinion with respect to compliance or the effects of noncompliance with laws governing usury, interest or loan charges. (g) We express no opinion with respect to compliance or the effects of noncompliance with financial covenants or ratios or with respect to any other matter that would require us to perform a mathematical calculation or to make a financial or accounting determination. Our opinion is rendered as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, and we assume no obligation to advise you of changes in law or fact (or the “Existing effect thereof on the opinions expressed herein) that hereafter may come to our attention. As used herein, "knowledge", "known to us", "to our knowledge" and any similar expression refer solely to the current, actual knowledge, acquired during the course of our representation of the Company, of those attorneys in this firm who have rendered legal services in connection with such representation. The opinions rendered herein are solely for the benefit of the Agents, the Lenders and their respective successors and assigns in connection with the transactions that are the subject of the Five-Year Credit Agreement”), pursuant and this opinion letter may not be delivered to which or relied upon by any other person nor quoted nor reproduced in any report or other document without our prior written consent; provided, however, that a copy of this opinion letter may be furnished to your regulators, accountants, attorneys and other professional advisors for the Existing Banks have made available purpose of confirming its existence, and this opinion letter may be disclosed in connection with any legal or regulatory proceeding relating to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”)subject matter hereof. Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.Very truly yours,

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of TexasNew York. To each To: Each of the Banks Lenders (as defined in the Credit Agreement herein described below) and to Bank of America, N.A.DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent for such Lenders c/o DEUTSCHE BANK TRUST COMPANY AMERICAS [] [] [] Attention: [] Ladies and Gentlemen: This opinion Compliance Certificate is furnished to you being delivered pursuant to § 3(a)(iv) Section 5.01[(a)][(b)] of the Second Amendment to Credit Agreement dated as of September 13March 17, 2016 2010 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “AmendmentCredit Agreement”) ), among (i) Xxxxxxx International, Inc.SOLUTIA INC., a Delaware corporation, as borrower corporation (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together ; the “Guarantors”) as guarantors, and (iii) the banks party lending institutions from time to time parties thereto (the “BanksLenders”), and Bank of America, N.A.; DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent administrative agent for the Banks (in such capacityLenders, as collateral agent for the “Administrative Agent”) which amends Secured Parties, as swing line lender and as an issuer; DEUTSCHE BANK SECURITIES INC.; and the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”)other agents party thereto. Capitalized terms defined used herein without definition shall have the meanings assigned to such terms in the Amended Credit Agreement are used herein Agreement. The undersigned on behalf of the Borrower hereby certifies, represents and warrants that as of [ ] (the “Test Date”):1 (a) the Fixed Charge Coverage Ratio was _:1.0, as computed on Attachment 1 hereto and such amount [complies] [does not comply] with the same meaning unless otherwise defined hereinprovisions of Section 6.12 of the Credit Agreement; (b) the Total Leverage Ratio was _:1.0, as computed on Attachment 2 hereto and such ratio [complies] [does not comply] with the provisions of Section 6.13 of the Credit Agreement; (c) [the Total Net Leverage Ratio was _:1.0, as computed on Attachment 3 hereto;]2 (d) [the Excess Cash Flow for the fiscal year ending on the Test Date was [ ], which computation is set forth on Attachment 4 hereto; and]3 1 Test Date should be date of most recent financial statements delivered under Section 5.01 of the Credit Agreement. 2 Include Total Net Leverage Ratio calculations on certificates delivered pursuant to Section 5.01(a) of the Credit Agreement.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment ThisAssignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of TexasNew York, without regard to the conflicts of law principles thereof insofar as such principles would defer to the substantive laws of some other jurisdiction. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaCoöperatieve Rabobank U.A., N.A.New York Branch, as Administrative Agent under the Credit Agreement referred to below c/o Rabo Support Services, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sui Price Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Email: xxx.xxxxx@xxxxxxxx.xxx with a copy to xx.xx.XxxxxxxxxxXxxxx@xxxxxxxx.xxx Ladies and Gentlemen: This opinion is furnished The undersigned refers to you pursuant to § 3(a)(iv) of the Second Amendment to that certain Credit Agreement dated as of September 13October 17, 2016 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “AmendmentCredit Agreement”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (; capitalized terms used herein but not defined herein shall have the “Borrower”meanings ascribed to such terms in the Credit Agreement), (ii) Xxxxxxx Restaurant Corporationby and among AGCO CORPORATION, a Delaware corporation (“Xxxxxxx RestaurantAGCO”), Xxxxxxx Florida, Inc.AGCO INTERNATIONAL HOLDINGS B.V., a Delaware corporation Dutch company, having its corporate seat in Grubbenvorst, the Netherlands (“Xxxxxxx FloridaAGCO BV”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” ; and together with Xxxxxxx Restaurant AGCO and Xxxxxxx Floridaeach other Subsidiary of AGCO party thereto from time to time as a “Borrower”, each a “GuarantorBorrower” and together collectively, the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “BanksBorrowers”), the Lenders party thereto from time to time, and Bank of AmericaCOÖPERATIEVE RABOBANK U.A., N.A.NEW YORK BRANCH, as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends ), and hereby gives you notice, irrevocably, pursuant to Section 2.2 of the Borrower’s Credit Agreement dated as of March 12that the undersigned hereby requests a Loan under the Credit Agreement, 2015 and in connection with such Loan sets forth below the following information relating to such Loan (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit AgreementProposed Borrowing”), pursuant to which as required by Section 2.2(a) of the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”): 1. Capitalized terms defined Requested date of the Borrowing:1 [_________ ___, 20___] 2. Type of Revolving Loan:2 (Check One) Base Rate Loan LIBO Rate Loan 1 Such date shall be a Business Day. 2 Such type (1) may be a Base Rate Loan or a LIBO Rate Loan if such Revolving Loan is denominated in U.S. Dollars and (2) shall be a LIBO Rate Loan if the Amended Credit Agreement are used herein with the same meaning unless otherwise defined hereinrequested currency for such Borrowing is other than U.S. Dollars. 3. Requested aggregate principal amount of Borrowing: [___________________]

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumptionthe Assignment. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, and construed in accordance withAND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID STATE, the law of the State of TexasINCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWS RULES. To each of the Banks as defined in the Credit Agreement herein described and to , 2011 Deutsche Bank of AmericaAG New York Branch 0000 Xxxx Xxxxxxx Xxxxx 000 Xxxxxxxxxxxx, N.A., as Administrative Agent Ladies and GentlemenXX 00000 Re: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Sixth Amendment to Credit Agreement dated as of September 13June 9, 2016 2011 (the “Sixth Amendment”) to that certain Credit Agreement dated as of November 18, 2005 by and among (i) Xxxxxxx International, Inc.Crown Americas LLC, a Delaware corporation, as borrower Pennsylvania limited liability company (the “U.S. Borrower”), the other Credit Parties party thereto, the financial institutions party thereto pursuant to their executed Lender Authorizations and Consents, including Deutsche Bank AG New York Branch, in their capacities as lenders thereunder (ii) Xxxxxxx Restaurant Corporationcollectively, the “Lenders,” and each individually, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx FloridaLender”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Deutsche Bank of America, N.A.AG New York Branch, as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends and as U.K. Administrative Agent, Swing Line Lender, Facing Agent and Collateral Agent (“Collateral Agent”) for the Borrower’s Credit Agreement dated Lenders. This Lender Authorization and Consent acknowledges our receipt and review of the execution copy of the Sixth Amendment and the exhibits thereto (including, without limitation, the credit agreement, as of March 12amended) in the form posted on Intralinks Online or otherwise distributed to us by Administrative Agent. By executing this Lender Authorization and Consent, 2015 we hereby irrevocably approve the Sixth Amendment and the exhibits thereto and authorize and direct Administrative Agent to execute and deliver the Sixth Amendment on our behalf. Each financial institution executing this Lender Authorization and Consent agrees or reaffirms that it shall be a party to the Sixth Amendment and the other Loan Documents (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with Agreement), and agrees to be bound by the same meaning unless otherwise defined hereinterms and provisions applicable to a “Lender” under each such agreement. In furtherance of the foregoing, each financial institution executing this Lender Authorization and Consent agrees to execute any additional documents reasonably requested by Administrative Agent to evidence such financial institution’s rights and obligations under the Credit Agreement.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment Reference is hereby made to the Credit Agreement dated as of July 19, 2018 (as from time to time amended, modified or supplemented, the “Credit Agreement”), among The Xxxxxxx-Xxxxxxxx Company, Xxxxxxx-Xxxxxxxx Luxembourg S.à x.x., Xxxxxxx-Xxxxxxxx Canada Inc. and Assumption may be executed Xxxxxxx-Xxxxxxxx UK Holding Limited (each a “Borrower” and, collectively, the “Borrowers”), the Lenders party thereto, the Issuing Lenders party thereto and Citibank, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.14(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any number Borrower within the meaning of counterpartsSection 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, which together applicable). By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment promptly so inform the Borrowers and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed bythe Administrative Agent, and construed (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in accordance witheither the calendar year in which each payment is to be made to the undersigned, the law or in either of the State of Texastwo calendar years preceding such payments. To each of the Banks as Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Reference is hereby made to the Credit Agreement dated as of July 19, 2018 (as from time to time amended, modified or supplemented, the “Credit Agreement”), among The Xxxxxxx-Xxxxxxxx Company, Xxxxxxx-Xxxxxxxx Luxembourg S.à x.x., Xxxxxxx-Xxxxxxxx Canada Inc. and Xxxxxxx-Xxxxxxxx UK Holding Limited (each a “Borrower” and, collectively, the “Borrowers”), the Lenders party thereto, the Issuing Lenders party thereto and Citibank, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.14(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, applicable). By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to Bank be made to the undersigned, or in either of Americathe two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Reference is hereby made to the Credit Agreement dated as of July 19, 2018 (as from time to time amended, modified or supplemented, the “Credit Agreement”), among The Xxxxxxx-Xxxxxxxx Company, Xxxxxxx-Xxxxxxxx Luxembourg S.à x.x., Xxxxxxx-Xxxxxxxx Canada Inc. and Xxxxxxx-Xxxxxxxx UK Holding Limited (each a “Borrower” and, collectively, the “Borrowers”), the Lenders party thereto, the Issuing Lenders party thereto and Citibank, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.14(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E (or W-8BEN, applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E (or W-8BEN, applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Reference is hereby made to the Credit Agreement dated as of July 19, 2018 (as from time to time amended, modified or supplemented, the “Credit Agreement”), among The Xxxxxxx-Xxxxxxxx Company, Xxxxxxx-Xxxxxxxx Luxembourg S.à x.x., Xxxxxxx-Xxxxxxxx Canada Inc. and Xxxxxxx-Xxxxxxxx UK Holding Limited (each a “Borrower” and, collectively, the “Borrowers”), the Lenders party thereto, the Issuing Lenders party thereto and Citibank, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.14(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any promissory note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E (or W-8BEN, applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E (or W-8BEN, applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. By: _______________________ Name: ________________________ Title: ________________________ DATE: ________ __, 20[ ] To: Citibank, N.A., as Administrative Agent Ladies and Gentlemen: This opinion Reference is furnished made to you pursuant to § 3(a)(iv) of the Second Amendment to that certain Credit Agreement dated as of September 13July 19, 2016 2018 (as from time to time amended, modified or supplemented, the “AmendmentCredit Agreement”) ; the terms defined therein being used herein as therein defined), among The Xxxxxxx-Xxxxxxxx Company, Xxxxxxx-Xxxxxxxx Luxembourg S.à x.x., Xxxxxxx-Xxxxxxxx Canada Inc. and Xxxxxxx-Xxxxxxxx UK Holding Limited (i) Xxxxxxx Internationaleach a “Borrower” and, Inc.collectively, a Delaware corporation, as borrower (the “BorrowerBorrowers”), (ii) Xxxxxxx Restaurant Corporationthe Lenders party thereto, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks Issuing Lenders party thereto (the “Banks”), and Bank of AmericaCitibank, N.A., as Administrative Agent for Agent. The undersigned Borrower hereby requests a Borrowing: 1. On (a Business Day). 2. In the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as amount of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy facsimile or by email as a “.pdf” or “.tiff” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of TexasNew York. To The Administrative Agent, acting as an agent of each Borrower, shall record this Assignment and Assumption in the Register as of the Banks as defined in the Effective Date. Credit Agreement herein described and to Bank of AmericaSuisse AG, N.A.Cayman Islands Branch Eleven Madison Avenue, as Administrative Agent 6th Floor New York, New York 10010 Attention: Loan Operations – Agency Manager Fax: (000)-000-0000 Email: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx Ladies and Gentlemen: This opinion Reference is furnished hereby made to you pursuant to § 3(a)(iv) of the Second Amendment to that certain Term Loan Credit Agreement Agreement, dated as of September 13June 9, 2016 2021 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “BorrowerTerm Loan Credit Agreement”), (ii) Xxxxxxx Restaurant by and among CPQ Midco I Corporation, a Delaware corporation (“Xxxxxxx RestaurantCPQ”), Xxxxxxx Floridaas Holdings prior to the consummation of the Holdings Assignment, Inc.PQ Corporation, a Pennsylvania corporation (“PQ”), as the Parent Borrower prior to the consummation of the Performance Chemicals Sale, Ecovyst Catalyst Technologies LLC, a Delaware limited liability company (“Ecovyst”), as a Borrower and, on and after the Performance Chemicals Closing Date, the Parent Borrower, Eco Services Operations Corp., a Delaware corporation (“Xxxxxxx FloridaEco Services”), and Xxxxxxx Texasas a Borrower, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks Lenders from time to time party thereto including, Credit Suisse AG, Cayman Islands Branch in its capacities as administrative agent and collateral agent (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”). The undersigned hereby gives you notice (the “Borrowing Request”) which amends pursuant to Section 2.03 of the Borrower’s Term Loan Credit Agreement dated as of March 12, 2015 its request for a Borrowing (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Requested Borrowing”) under the Term Loan Credit Agreement”), pursuant to and in that connection sets forth below the terms on which the Existing Banks have made available Requested Borrowing is requested to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.be made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaEXHIBIT B‑1 FORM OF BORROWING REQUEST JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 00 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: [_______________] Fax: [(___) _________] Re: WellCare Health Plans, Inc. Ladies and Gentlemen: This opinion Reference is furnished made to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13January 8, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “BorrowerCredit Agreement”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Floridaamong WellCare Health Plans, Inc., a Delaware corporation (“Xxxxxxx FloridaBorrower”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks Lenders party thereto (the “Banks”), and Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent for the Banks administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. This notice constitutes a Borrowing Request and the Borrower hereby requests a Borrowing under the Credit Agreement, and in connection with such request the Borrower specifies the following information with respect to such Borrowing requested hereby: 1. Aggregate amount of Borrowing: _________ 2. Date of Borrowing (which amends shall be a Business Day): _________ 3. Type of Borrowing (ABR or Eurodollar): _________ 4. Interest Period (if a Eurodollar Borrowing): _________ 5. Location and number of the Borrower’s Credit Agreement dated as account to which funds are to be disbursed, which shall comply with Section 2.07 of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”): _________ 1Not less than $5.0 million and an integral multiple of $1.0 million. Capitalized terms defined in the Amended Credit Agreement are used herein 2Which must comply with the same meaning unless otherwise defined hereindefinition of “Interest Period” and end not later than the Maturity Date.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the law of the State of TexasTHE LAW OF THE STATE OF NEW YORK. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaXxxxxx Xxxxxxx Senior Funding, N.A.Inc., as Administrative Agent Xxxxxx Xxxxxxx Agency Servicing 0 Xxx Xxxx Xxxxx Xxx Xxxx, Xxx Xxxx, 00000 Attention: Agency Team Telecopy: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxxxxx.xxx [Date] Ladies and Gentlemen: This opinion is furnished The undersigned, [CF Industries, Inc.] [Darwin Holdings Limited](1) (the “Lead Borrower”), refers to you pursuant to § 3(a)(iv) of the Second Amendment to 364-Day Bridge Credit Agreement Agreement, dated as of September 1318, 2016 (the “Amendment”) 2015, among (i) Xxxxxxx InternationalCF Industries Holdings, Inc., a Delaware corporationas Holdings, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx FloridaCF Industries, Inc., a Delaware corporation as the Tranche A Borrower, on and after the Tranche B Closing Date, Darwin Holdings Limited, as the Tranche B Borrower, the lenders from time to time party thereto (collectively, the “Lenders”) and Xxxxxx Xxxxxxx Florida”), and Xxxxxxx TexasSenior Funding, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent administrative agent for the Banks Lenders (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as the same may be amended, restated, amended and restated, modified, extended and/or supplemented or otherwise modified from time to time, the “Credit Agreement,” the capitalized terms defined therein being used herein as therein defined), and hereby gives you notice, irrevocably, pursuant to Section 2.3 of the Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”), as required by Section 2.3 of the Credit Agreement: (i) The aggregate principal amount of the Proposed Borrowing is $[ ]. (ii) The Business Day of the Proposed Borrowing is [ , 20 ].(2) (iii) The Proposed Borrowing is to consist of [ABR Loans][Eurodollar Loans]. (iv) The Proposed Borrowing is to be a [Tranche A][Tranche B] Borrowing. (1) Select the first option if the Proposed Borrowing is to be made prior to the Tranche B Closing Date and the second option if the Proposed Borrowing is to be made on or after the Tranche B Closing Date. (2) Shall be a Business Day at least one Business Day in the case of ABR Loans and at least three Business Days in the case of Eurodollar Loans, in each case, after the date hereof, the “Existing Credit Agreement”), pursuant ; provided that any such notice shall be deemed to which the Existing Banks have made available to the Borrower been given on a revolving credit facility certain day only if given before 12:00 noon (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined New York City time) in the Amended Credit Agreement are used herein with case of ABR Loans or before 11:00 a.m. (New York City time) in the same meaning unless otherwise defined hereincase of Eurodollar Loans, on such day. (v) The initial Interest Period for each Eurodollar Loan made as part of the Proposed Borrowing is [one/two/three/six months][insert period less than one month or greater than six months](3).] (vi) Funds for the Proposed Borrowing should be disbursed as follows: Account Name: [ ] Bank Name: [ ] Bank Location: [ ] ABA No.: [ ] Account Number: [ ]

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number counterparts (and by different parties hereto in different counterparts), each of counterpartswhich shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy fax transmission or e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment THIS ASSIGNMENT AND ASSUMPTION AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS ASSIGNMENT AND ASSUMPTION AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Check for distribution to PUBLIC and Assumption shall be governed byPrivate side Lenders7 I, and construed in accordance with______________________, the law [Chief Executive Officer][Chief Financial Officer][Treasurer][Controller] of the State of Texas. To each of the Banks as defined in the Credit Agreement herein described and to Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13, 2016 (the “Amendment”) among (i) Xxxxxxx InternationalU.S. Xpress Enterprises, Inc., a Delaware corporation, as borrower Nevada corporation (the “Borrower”), hereby certify that, to the best of my knowledge and belief, in my capacity as [Chief Executive Officer][Chief Financial Officer][Treasurer][Controller] and not in my individual capacity, with respect to that certain Credit Agreement, dated as of June 18, 2018 (ii) Xxxxxxx Restaurant Corporationas amended, a Delaware corporation (restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Xxxxxxx RestaurantCredit Agreement”; the terms defined therein being used herein as therein defined), Xxxxxxx Floridaby and among the Borrower, Inc.the Guarantors party thereto, a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks Lenders from time to time party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacityAgent, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.Swingline Lender and L/C Issuer:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Approved Electronic Platform shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks as defined in EXHIBIT A-5 EXHIBIT B-1 EXHIBIT C-1 To: The Lenders parties to the Credit Agreement herein described and to Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Described Below This opinion Compliance Certificate is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to that certain Credit Agreement dated as of September 13March 7, 2016 2019 (as amended, modified, renewed or extended from time to time, the “AmendmentAgreement”) among (i) Xxxxxxx InternationalCSS INDUSTRIES, Inc.INC., a Delaware corporation, as borrower and each of the Subsidiary Borrowers from time to time party hereto (collectively, the “BorrowerBorrowers”), (ii) Xxxxxxx Restaurant Corporationthe other Loan Parties party thereto, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks Lenders party thereto (the “Banks”), and Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”)Lenders. Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless Unless otherwise defined herein., capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES, ON ITS BEHALF AND ON BEHALF OF THE BORROWERS, THAT: 1. I am the duly elected of the Borrower Representative; 2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Company and its Subsidiaries during the accounting period covered by the attached financial statements [for quarterly or monthly financial statements add: and such financial statements present fairly in all material respects the financial condition and results of operations of the Borrowers and their consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes]; 3. The examinations described in paragraph 2 did not disclose, except as set forth below, and I have no knowledge of (i) the existence of any condition or event which constitutes a Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate or (ii) any change in GAAP or in the application thereof that has occurred since the date of the audited financial statements referred to in Section 3.04 of the Agreement;

General Provisions. This Assignment and Assumption shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of [Reference is made to Exhibit 10.1.1 to the Banks as defined in LVB Acquisition, Inc. Form 10/A Amendment No. 1 filed on November 18, 2011 and is hereby incorporated by reference] [Reference is made to Exhibit 10.1.2 to the LVB Acquisition, Inc. Form 10/A Amendment No. 1 filed on November 18, 2011 and is hereby incorporated by reference] September 25, 2007 The Administrative Agent and the Lenders party on the date hereof to the Credit Agreement herein described referred to below Ladies and Gentlemen: We have acted as special counsel to LVB Acquisition Inc., a Delaware corporation (“Holdings”), Biomet, Inc., an Indiana corporation and wholly owned subsidiary of Holdings (the “Borrower”), Biomet Biologics, Inc., an Indiana corporation and wholly owned subsidiary of the Borrower (“Biologics”), Biomet Europe Ltd., a Delaware corporation and wholly owned subsidiary of the Borrower (“Biomet Europe”), Biomet International Ltd., a Delaware corporation and wholly owned subsidiary of the Borrower (“Biomet International”), Biomet Investment Corp., a Delaware corporation and wholly owned subsidiary of the Borrower (“Biomet Investment”), Biomet Leasing, Inc., an Indiana corporation and wholly owned subsidiary of the Borrower (“Biomet Leasing”), Biomet Manufacturing Corporation, an Indiana corporation and wholly owned subsidiary of the Borrower (“Biomet Manufacturing”), Biomet Microfixation, Inc., a Florida corporation and wholly owned subsidiary of the Borrower (“Microfixation”), Biomet Orthopedics, Inc., an Indiana corporation and wholly owned subsidiary of the Borrower (“Orthopedics”), Biomet Travel, Inc., an Indiana corporation and wholly owned subsidiary of the Borrower (“Biomet Travel”), Implant Innovations Holding Corporation, an Indiana corporation and wholly owned subsidiary of the Borrower (“Innovations Holding”), Meridew Medical, Inc., an Indiana corporation and wholly owned subsidiary of the Borrower (“Meridew”), Biomet Holdings Ltd., a Delaware corporation and wholly owned subsidiary of Biomet Europe (“Biomet Holdings”), Biomet Sports Medicine, Inc., an Indiana corporation and wholly owned subsidiary of Biomet Investment (“Sports Medicine”), Blue Moon Diagnostics, Inc., an Indiana corporation and wholly owned subsidiary of Biomet Investment (“Blue Moon”), Electro-Biology, Inc., a Delaware corporation and wholly owned subsidiary of Biomet Investment (“Electro-Biology”), EBI Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Electro-Biology (“EBI Holdings”), EBI Medical Systems, Inc., a Delaware corporation and wholly owned subsidiary of EBI Holdings (“EBI Medical”), Biomet Fair Lawn L.P., an Indiana limited partnership all of the outstanding equity interests of which are owned by EBI Holdings and Xxxxxxxxx (as defined below) (“Fair Lawn”), EBI, L.P., an Indiana limited partnership all of the outstanding equity interests of which are owned by EBI Holdings and EBI Medical (“EBI”), Biolectron, Inc., a Delaware corporation and wholly owned subsidiary of EBI (“Biolectron”), Interpore Spine Ltd., a Delaware corporation and wholly owned subsidiary of EBI Holdings (“Interpore Spine”), American OsteoMedix Corporation, a California corporation and wholly owned subsidiary of Interpore Spine (“OsteoMedix”), Cross Medical Products, Inc., a Delaware corporation and wholly owned subsidiary of Interpore Spine (“Cross Medical”), Interpore Cross International, Inc., a California corporation and wholly owned subsidiary of Interpore Spine (“Interpore Cross”), Interpore Orthopaedics, Inc., a Delaware corporation and wholly owned subsidiary of Interpore Spine (“Interpore Orthopaedics”), Xxxxxxxxx Medical Corporation, a Delaware corporation and wholly owned subsidiary of EBI Medical (“Xxxxxxxxx”), Biomet 3i, Inc., a Florida corporation and wholly owned subsidiary of Innovations Holding (“3i”), Florida Services Corporation, a Florida corporation all of the outstanding equity interests of which are owned by 3i and Microfixation (“Florida Services”), and Thoramet, Inc., an Indiana corporation and wholly owned subsidiary of the Borrower (“Thoramet” and, together with Holdings, the Borrower, Biologics, Biomet Europe, Biomet International, Biomet Investment, Biomet Leasing, Biomet Manufacturing, Microfixation, Orthopedics, Biomet Travel, Innovations Holding, Meridew, Biomet Holdings, Sports Medicine, Blue Moon, Electro-Biology, EBI Holdings, EBI Medical, Fair Lawn, EBI, Biolectron, Interpore Spine, OsteoMedix, Cross Medical, Interpore Cross, Interpore Orthopaedics, Xxxxxxxxx, 3i and Florida Services, the “Credit Parties” and each, a “Credit Party”) in connection with that certain Credit Agreement (the “Credit Agreement”), dated as of the date hereof, among the Borrower, Holdings, Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks administrative agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, and each Lender from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement. Holdings, Biomet Europe, Biomet International, Biomet Investment, Biomet Holdings, Electro-Biology, EBI Holdings, EBI Medical, Biolectron, Interpore Spine, Cross Medical, Interpore Orthopaedics and Xxxxxxxxx are referred to herein as the “Delaware Credit Parties.” The Borrower, Biologics, Biomet Leasing, Biomet Manufacturing, Microfixation, Orthopedics, Biomet Travel, Innovations Holding, Meridew, Sports Medicine, Blue Moon, Fair Lawn, EBI, OsteoMedix, Interpore Cross, 3i, Florida Services and Thoramet are referred to herein as the “Other Credit Parties.” This opinion letter is furnished pursuant to Section 4.01(a)(v) which amends of the Borrower’s Credit Agreement Agreement. In arriving at the opinions expressed below, we have reviewed the following documents: (a) an executed copy of the Credit Agreement; (b) an executed copy of the Security Agreement; (c) an executed copy of each of the Intellectual Property Security Agreements; (d) an executed copy of the Guaranty; (e) an executed copy of the Consent of Company and Grantors dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior the date hereof relating to the date hereofIntercreditor Agreement (together with the Credit Agreement, the Security Agreement, the Intellectual Property Security Agreements and the Guaranty, the “Existing Credit AgreementDocuments”), ; and (f) the other documents delivered to you by the Credit Parties at the closing pursuant to which the Existing Banks Credit Documents, including copies of (i) the certificate of incorporation of each of the Delaware Credit Parties certified by the Secretary of State of the State of Delaware and (ii) the by-laws of each of the Delaware Credit Parties certified by the secretary of the Delaware Credit Parties. In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Delaware Credit Parties and such other instruments and other certificates of public officials, officers and representatives of the Credit Parties and such other persons, and we have made available such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the Borrower a revolving credit facility originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed (the Existing Credit Agreement as so amended by the Amendmentincluding, without limitation, the “Amended accuracy of the representations and warranties of each Credit Agreement”Party in the Credit Documents). Capitalized terms defined in Based on the Amended Credit Agreement are used herein with foregoing, and subject to the same meaning unless otherwise defined herein.further assumptions and qualifications set forth below, it is our opinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment 1 Describe Credit Agreement at option of Administrative Agent. and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. 1. To each of the Banks as defined in the Credit Agreement herein described and to Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13, 2016 (the “AmendmentCredit Agreement”) by and among (i) Xxxxxxx InternationalNetwork Appliance, Inc., a Delaware corporation, as borrower corporation (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) institutions from time to time parties thereto as guarantors, and (iii) the banks party thereto Lenders (the “BanksLenders”)) and JPMorgan Chase Bank, and Bank of AmericaNational Association, N.A., in its capacity as Administrative Agent for itself and the Banks other Lenders (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available evidencing an unsecured revolving credit facility to the Borrower a revolving credit facility (from the Existing Credit Agreement as so amended Lenders in an initial aggregate principal amount of $250,000,000. Exhibit A — Form of Assignment and Assumption Exhibit B — Form of Opinion of Loan Parties’ Counsel Exhibit C — List of Closing Documents Exhibit D — Form of Subsidiary Guaranty Exhibit E — Form of Compliance Certificate Exhibit F — Form of Increasing Lender Supplement Exhibit G — Form of Augmenting Lender Supplement 2. Disclosure Letter executed by the AmendmentBorrower in favor of the Administrative Agent and the Lenders. 3. Notes executed by the Borrower in favor of each of the Lenders, if any, which has requested a note pursuant to Section 2.10(e) of the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law Law of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to EXHIBIT F FORM OF SUBSIDIARY SWINGLINE BORROWER REQUEST AND ASSUMPTION AGREEMENT -------------------------------------------------------------------------------- Date: ___________, _____ -------------------------------------------------------------------------------- To: Bank of America, N.A., as Administrative Agent -------------------------------------------------------------------------------- Ladies and Gentlemen: This opinion Subsidiary Swingline Borrower Request and Assumption Agreement is furnished to you made and delivered pursuant to § 3(a)(iv) Section 2.14 of the Second Amendment to that certain Amended and Restated Credit Agreement Agreement, dated as of September 13November 7, 2016 2005 (as the “Amendment”) among (i) Xxxxxxx Internationalsame may be further amended, Inc.restated, a Delaware corporationextended, as borrower (supplemented or otherwise modified in writing from time to time, the “Borrower”"Credit Agreement"), among Xxxxxxx-Xxxxxx International Inc. (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”"Xxxxxxx-Xxxxxx International"), Xxxxxxx FloridaXxxxxxx-Xxxxxx Holding AG, Inc.Xxxxxxx-Xxxxxx Management Holding Deutschland GmbH, a Delaware corporation (“Xxxxxxx Florida”)Xxxxxxx-Xxxxxx B.V., and Xxxxxxx TexasMT Investment C.V., Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks certain Subsidiary Swingline Borrowers party thereto (from time to time, the “Banks”)Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer to the Revolving Borrowers, certain Swingline Lenders and certain other L/C Issuers from time to time party thereto, and the other agents party thereto, and reference is made thereto for full particulars of the Banks matters described therein. All capitalized terms used in this Subsidiary Swingline Borrower Request and Assumption Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Each of ______________________ (in such capacitythe "Applicant Borrower") and Xxxxxxx-Xxxxxx International hereby confirms, represents and warrants to the “Administrative Agent”) which amends Agent and the Borrower’s Lenders that the Applicant Borrower is a Subsidiary of Xxxxxxx-Xxxxxx International. The address of the Applicant Borrower is as follows: _____________________________________. The documents required to be delivered to the Administrative Agent and the affected Swingline Lender under Section 2.14 of the Credit Agreement dated as will be furnished to the Administrative Agent and the affected Swingline Lender in accordance with the requirements of March 12, 2015 (as amended, supplemented or otherwise modified prior to the Credit Agreement. The parties hereto hereby confirm that with effect from the date hereof, the “Existing Applicant Borrower shall have obligations, duties and liabilities toward each of the other parties to the Credit Agreement”), pursuant Agreement identical to those which the Existing Banks Applicant Borrower would have made available had if the Applicant Borrower had been an original party to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended a Subsidiary Swingline Borrower. The Applicant Borrower confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions of the Credit Agreement. The parties hereto hereby request that the Applicant Borrower be entitled to receive Swingline Loans under the Credit Agreement in the Subsidiary Currency and having the Subsidiary Currency Sublimit set forth below, and understand, acknowledge and agree that neither the Applicant Borrower nor Xxxxxxx-Xxxxxx International on its behalf shall have any right to request any Swingline Loans for its account unless and until the date five Business Days after the effective date designated by the AmendmentAdministrative Agent in a Notice of Designation of Additional Subsidiary Swingline Borrower, Applicable Subsidiary Currency and Subsidiary Currency Sublimit delivered to Xxxxxxx-Xxxxxx International and the “Amended Swingline Lender pursuant to Section 2.14 of the Credit Agreement”). Capitalized terms defined in -------------------------------------- ----------------------------------------- Name of Subsidiary Swingline Borrower Subsidiary Currency and Sublimit -------------------------------------- ----------------------------------------- -------------------------------------- ----------------------------------------- -------------------------------------- ----------------------------------------- -------------------------------------- ----------------------------------------- This Subsidiary Swingline Borrower Request and Assumption Agreement shall constitute a Loan Document under the Amended Credit Agreement are used herein with the same meaning unless otherwise defined hereinAgreement. THIS SUBSIDIARY SWINGLINE BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. Assignment and Assumption EXHIBIT E-1 FORM OF OPINION OF MAYER, BROWN, XXXX & MAW LLP April 19, 2006 Mayer, Brown, Xxxx & Maw LLP 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Main Tel (000) 000-0000 Main Fax (000) 000-0000 xxx.xxxxxxxxxxxxxx.xxx To each of the Banks initial Lender under and as defined in the Credit Agreement herein described referred to below, and to Bank of America, N.A., as Administrative Agent for such Lenders Re: Credit Facility Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated We have acted as of September 13, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant New York counsel for Pactiv Corporation, a Delaware corporation (“Xxxxxxx Restaurant”the "Company"), Xxxxxxx Floridain connection with the Credit Agreement dated as of April 19, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto 2006 (the “Banks”)"Credit Agreement") among the Company, various financial institutions and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms used but not defined herein have the respective meanings given to them in the Amended Credit Agreement. This opinion letter is being rendered to you at the request of our client pursuant to Section 4.01(a)(v) of the Credit Agreement. We have examined copies, identified to our satisfaction, of the Credit Agreement and the Notes executed by the Company on the date hereof in favor of the initial Lenders (together, the "Loan Documents"). We have not reviewed any other documents except the opinion letter of Xxxxx X. Xxxxxxxx, Xx., Vice President, General Counsel and Secretary of the Company, delivered to you concurrently herewith (the "Company Opinion Letter"). For purposes of this opinion letter, we also have assumed, with your permission and without independent investigation of any kind, the following: (i) each Loan Document has been duly authorized, executed and delivered by each party thereto; (ii) the Credit Agreement is the legal, valid and binding obligation of the Administrative Agent and each Lender, enforceable against each such Person in accordance with its terms (subject to customary qualifications such as those set forth after our opinions below); (iii) the accuracy and completeness of all matters set forth in the Company Opinion Letter; and (iv) there are used herein with no agreements or understandings among Form of Opinion of Mayer, Brown, Xxxx & Maw LLP the same meaning unless otherwise defined hereinparties, written or oral, and no usage of trade or course of prior dealing among the parties which would, in any such case, define, supplement or qualify the terms of the Loan Documents.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To THIS AMENDED AND RESTATED GUARANTY (this “Guaranty”) dated as of May 3, 2016, is executed and delivered by each of the Banks as defined undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the Credit Agreement herein described form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and to Bank collectively, the “Guarantors”) in favor of AmericaXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, in its capacity as Administrative Agent Ladies (the “Administrative Agent”) for the Lenders under that certain Fourth Amended and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Restated Credit Agreement dated as of September 13May 3, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “AmendmentCredit Agreement”) ), by and among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower DiamondRock Hospitality Limited Partnership (the “Borrower”), DiamondRock Hospitality Company (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (the “Xxxxxxx RestaurantParent”), Xxxxxxx Florida, Inc., a Delaware corporation the financial institutions party thereto and their assignees under Section 13.5. thereof (the “Xxxxxxx FloridaLenders”), the Administrative Agent, for its benefit and Xxxxxxx Texasthe benefit of the Lenders, Inc.the Swingline Lender, a Delaware corporation (“Xxxxxxx Texas” the Issuing Banks, the Specified Derivatives Providers and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party other parties thereto (the Administrative Agent, the Lenders, the Swingline Lender, the Issuing Banks and the Specified Derivatives Providers, each individually a “Banks”), Guarantied Party” and Bank of America, N.A., as Administrative Agent for the Banks (in such capacitycollectively, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit AgreementGuarantied Parties”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.

General Provisions. 3.1 In accordance with Section 13.17 of the Credit Agreement, upon execution, delivery, acceptance and recording of this Assignment and Acceptance, from and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender under the Credit Agreement with a Commitment as set forth herein and (b) the Assignor shall, to the extent of the Assigned Interest assigned pursuant to this Assignment and Acceptance, be released from its obligations under the Credit Agreement (and, in the case of this Assignment and Acceptance covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignor shall cease to be a party to the Credit Agreement. 3.2 This Assignment and Assumption Acceptance shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in by one or more of the parties to this Assignment and Acceptance on any number of counterpartsseparate counterparts (including by facsimile or other electronic transmission), which and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, with and governed by and interpreted under the law of the State state of TexasNew York. To each To: Barclays Bank PLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxx/ Xxxx Xxxxxxxx With a copy to: Barclays Capital 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxxx This Notice of the Banks as defined in the Credit Agreement herein described and to Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This opinion Borrowing is furnished to you delivered pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Secured Term Credit Agreement dated as of March 124, 2015 2011 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”)) among NXP B.V., pursuant NXP FUNDING LLC, the lending institutions from time to which time parties thereto, and BARCLAYS BANK PLC., as Administrative Agent. All capitalized terms used but not defined herein shall have the Existing Banks have made available to meanings given in the Borrower a revolving credit facility Credit Agreement. [NXP B.V./NXP FUNDING LLC]2 (the Existing Credit Agreement “Borrower”) hereby requests a Borrowing as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.follows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks as defined in Lenders and the Credit Agreement herein described and Administrative Agent Referred to Bank of America, N.A.Below c/o JPMorgan Chase Bank, as Administrative Agent Ladies and Gentlemen000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated We have acted as of September 13counsel for The Cheesecake Factory Incorporated, 2016 a Delaware corporation (the “AmendmentBorrower”) among (i) Xxxxxxx International), and each of The Cheesecake Factory Restaurants, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant CorporationThe Cheesecake Factory Bakery Incorporated, a Delaware corporation (“Xxxxxxx Restaurant”)California corporation, Xxxxxxx FloridaGrand Lux Cafe, Inc.LLC, a Delaware corporation (“Xxxxxxx Florida”), Nevada limited liability company and Xxxxxxx Texas, Inc.The Cheesecake Factory Assets Co. LLC, a Delaware corporation Nevada limited liability company (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Floridacollectively, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) in connection with the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Loan Agreement dated as of March 12April 3, 2015 2007 (as amended, supplemented or otherwise modified prior to the date hereof“Loan Agreement”) among the Borrower, the “Existing Credit Agreement”)banks and other financial institutions identified therein as Lenders, pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement JPMorgan Chase Bank, as so amended by the Amendment, the “Amended Credit Agreement”)Administrative Agent. Capitalized terms used but not defined herein shall have the respective meanings ascribed such terms in the Amended Credit Agreement are used herein Loan Agreement. In connection with the same meaning unless otherwise defined opinions expressed herein we have made such examination of matters of law and of fact as we considered appropriate or advisable for purposes hereof. As to matters of fact material to the opinions expressed herein, we have relied upon certificates and statements of government officials and of officers of the Borrower and the Guarantors. We have also examined originals, or copies identified to our satisfaction as being true copies, of such corporate or limited liability company documents or records of the Borrower and the Guarantors as we have considered appropriate for the opinions expressed herein. We have assumed for the purposes of this opinion that the signatures on documents and instruments examined by us are authentic, that each document is what it purports to be, and that all documents submitted to us as copies conform with the originals, which facts we have not independently verified. Based on the foregoing and having regard for such legal considerations as we deem relevant, and subject to the assumptions, exceptions, qualifications, and limitations contained herein, it is our opinion that: 1. The Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and each Guarantor is validly existing and in good standing under the laws of the jurisdiction of its formation, and each of the Loan Parties has all requisite power and authority to carry on its business as now conducted. The Borrower or its subsidiary, The Cheesecake Factory Restaurants, Inc., is qualified as a foreign corporation and in good standing in California, Florida, Massachusetts, Texas and Nevada. 2. Each Loan Party has the power and authority to execute and deliver, and to perform and observe the provisions of, the Loan Documents to which it is a party. The Loan Documents have been duly authorized by all necessary corporate or other organization action. Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and constitutes a legal, valid and binding obligation of such Person, enforceable in accordance with its terms. 3. The execution, delivery and performance of the Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Guarantor or, to our knowledge, any order of any Governmental Authority and (c) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Guarantor.

General Provisions. This Affiliated Lender Assignment and Assumption Acceptance shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns. This Affiliated Lender Assignment and Assumption Acceptance may be executed in any number counterparts (and by different parties hereto on different counterparts), each of counterparts, which shall constitute an original but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of to this Affiliated Lender Assignment and Assumption Acceptance by telecopy facsimile transmission or in electronic (e.g., “pdf” or “tif”) format shall be as effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and AssumptionAcceptance. This Affiliated Lender Assignment and Assumption Acceptance and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Affiliated Lender Assignment and Acceptance and the transactions contemplated hereby shall be governed by, and construed in accordance with, with the law of the State of Texas. To each New York, without regard to conflict of laws principles that would result in the application of any law other than the law of the Banks as defined in the Credit Agreement herein described and to State of New York. Barclays Bank of America, N.A.PLC, as Administrative Agent 0000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxxxx Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Email: xxxXXXxxxXxx0@xxxxxxxx.xxx / Xxxxxx.Xxxxxxxx@xxxxxxxx.xxx [Date] Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13The undersigned, 2016 (the “Amendment”) among (i) Xxxxxxx InternationalENVIVA PARTNERS, Inc.LP, a limited partnership formed under the laws of Delaware corporation, as borrower (the “Borrower”), refers to that certain Amended and Restated Credit Agreement, dated as of October 18, 2018 (ii) Xxxxxxx Restaurant Corporationas may be amended, a Delaware corporation (restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Xxxxxxx RestaurantCredit Agreement”), Xxxxxxx Floridaamong the Borrower, Inc.the Lenders from time to time party thereto, a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A.BARCLAYS BANK PLC, as Administrative Agent administrative agent for the Banks Lenders (in such capacity, including any successor thereto in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated and BARCLAYS BANK PLC, as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”)collateral agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement are used herein with that it requests a Borrowing under the same meaning unless otherwise defined herein.Credit Agreement, and in connection therewith sets forth below the terms on which such Borrowing is requested to be made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number counterparts (and by different parties hereto on different counterparts), each of counterpartswhich shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaJPMorgan Chase Bank, N.A., N.A. as Administrative Agent Loan and Agency Services Group 0000 Xxxxxx Xxxxxx, Floor 10 Houston, Texas 77002-6925 Attention: Xxxxxx Xxxxxx Fax: (000) 000-0000 Copy to: JPMorgan Chase Bank, N.A. as Administrative Agent 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxx Fax: (000) 000-0000 Ladies and Gentlemen: This opinion Reference is furnished made to you pursuant to § 3(a)(iv) of the Second Amendment to Bridge Credit Agreement dated as of September 13November 8, 2016 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “AmendmentCredit Agreement”) ), among (i) Xxxxxxx International, Inc.United Technologies Corporation, a Delaware corporation, as borrower corporation (the “Borrower”), (ii) Xxxxxxx Restaurant Corporationthe Lenders party thereto, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”, and X.X. Xxxxxx Securities LLC, HSBC Securities (USA) which amends Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as joint lead arrangers and joint bookrunners. Capitalized terms used but not otherwise defined herein shall have the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to meanings specified in the date hereof, the “Existing Credit Agreement”). This notice constitutes a Borrowing Request, and the Borrower hereby gives you notice, pursuant to which Section 2.03 of the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined , that it requests a Borrowing under the Credit Agreement, and in connection therewith specifies the Amended Credit Agreement are used herein following information with the same meaning unless otherwise defined herein.respect to such Borrowing:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of Texas. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent 000 Xxxx Xxxxxx Xxxxxxx, Xxxxx 00000 Attn: Manager, Real Estate Group Re: Xxxxxxxxxx Realty Investors Compliance Certificate for _______ through __________ Dear Ladies and Gentlemen: This opinion Compliance Certificate is furnished made with reference to you pursuant to § 3(a)(iv) of the Second Amendment to that certain Amended and Restated Credit Agreement dated as of September 13________________, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 2010 (as amended, supplemented or otherwise modified prior from time to the date hereoftime, the “Existing Credit Agreement”), among Xxxxxxxxxx Realty Investors (the “Borrower”), the financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent. All capitalized terms used in this Compliance Certificate (including any attachments hereto) and not otherwise defined in this Compliance Certificate shall have the meanings set forth for such terms in the Credit Agreement. All Section references herein shall refer to the Credit Agreement. I hereby certify that I am the [vice president of capital markets] [chief financial officer] [chief accounting officer] [treasurer] [controller] of Xxxxxxxxxx Realty Investors, and that I make this Certificate on behalf of the Borrower. I further represent and certify on behalf of the Borrower as follows as of the date of this Compliance Certificate: I have reviewed the terms of the Loan Documents and have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the Borrower and its Subsidiaries, during the accounting period (the “Reporting Period”) covered by the financial reports delivered simultaneous herewith pursuant to Section 5.01[(a)][(b)], and that such review has not disclosed the existence during or at the end of such Reporting Period (and that I do not have knowledge of the existence as at the date hereof) of any condition or event which constitutes a Default or Event of Default.1 Attached hereto as Schedule B is a schedule of the Existing Banks have made available to amount, maturity, interest rate and amortization requirements for the outstanding Indebtedness of Borrower and its Subsidiaries. As of the last day of the Reporting Period, the amount of Indebtedness was $_____________, the amount of Secured Debt was $_____________, and the amount of Indebtedness other than Secured Debt was $_____________. Attached hereto as (x) Schedule C-1 is a detailed calculation of Interest Expense for the Reporting Period, which amount was $__________, (y) Schedule C-2 is a detailed calculation of Interest Expense on Indebtedness other than Secured Debt for the Reporting Period, which amount was $__________, and (z) Schedule C-3 is a detailed calculation of the Interest Expense, principal paid and due and payable on Indebtedness, and cash dividends payable on the Borrower’s preferred stock for the Reporting Period, which aggregated $__________. Attached hereto as Schedule D is a detailed calculation of EBITDA for the Reporting Period, which amount was $___________. ________________ 1Alternatively, if a Default or Event of Default existed or exists, specify the nature and period of existence thereof and what action the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto. As of the last day of the Reporting Period: 1. Secured Debt to Total Asset Value Ratio (a) Indebtedness secured by a revolving credit facility Lien and any Indebtedness of any non-Guarantor Subsidiary $___________ (b) Net Operating Income for properties that have reached the Existing Credit Agreement as so amended Stabilization Date and owned during the most recent 18 calendar months and clause (e) properties owned for at least 6 months not included in clause (e) (based on last 6 months, multiplied by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.2) $___________ (c) Capital Expenditure Reserve $___________ (d) (b) - (c) ÷ .0850 $___________

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery Acceptance and adoption of the terms of this Assignment and Acceptance by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy an electronic platform shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, with and governed by the law laws of the State of TexasNew York. To each BORROWING SUBSIDIARY AGREEMENT dated as of [ ] (this “Agreement”), among XXXXXXX COMPANY, a Delaware corporation (the Banks as defined in “Company”), [Name of Borrowing Subsidiary], a [ ] corporation (the Credit Agreement herein described “New Borrowing Subsidiary”), and to Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: This opinion (the “Administrative Agent”). Reference is furnished hereby made to you pursuant to § 3(a)(iv) of the Second Amendment to Five-Year Credit Agreement dated as of September 13January 30, 2016 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “BorrowerCredit Agreement”), (ii) Xxxxxxx Restaurant Corporationamong the Company, a Delaware corporation (“Xxxxxxx Restaurant”)the Borrowing Subsidiaries party thereto, Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks Lenders from time to time party thereto (the “Banks”), and Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent for Agent. Capitalized terms used but not otherwise defined herein shall have the Banks (meanings assigned to them in such capacitythe Credit Agreement. The Company and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Borrowing Subsidiary under the Credit Agreement. The Company represents that the New Borrowing Subsidiary is a Wholly Owned Subsidiary organized under the laws of [ ], and that the “Administrative Agent”) which amends representations and warranties of the Borrower’s Company in the Credit Agreement dated are true and correct in all material respects (or, in the case of any representation or warranty already qualified as to materiality, in all respects) on and as of March 12, 2015 the date hereof after giving effect to this Agreement (as amended, supplemented or otherwise modified prior it being understood that the representations and warranties in Section 3.06 of the Credit Agreement shall be deemed for purposes of this Agreement to refer to the date hereofof the audited balance sheet most recently delivered under Section 5.05(b) of the Credit Agreement after the first such delivery thereunder rather than to the date set forth in such Section and in Section 3.07 shall be deemed for purposes of this Agreement to refer to the date of the balance sheet most recently delivered under Section 5.05(a) or 5.05(b) of the Credit Agreement after the first such delivery thereunder rather than to the date set forth in such Section). The Company agrees that the Guarantee of the Company contained in the Credit Agreement will apply to the Obligations of the New Borrowing Subsidiary. Upon execution of this Agreement by each of the Company, the “Existing New Borrowing Subsidiary and the Administrative Agent, but subject to Section 2.20 of the Credit Agreement”), pursuant to which the Existing Banks have made available New Borrowing Subsidiary shall be a party to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended and shall constitute a “Borrowing Subsidiary” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Amendment, the “Amended Credit Agreement”). Capitalized terms defined This Agreement shall be governed by and construed in the Amended Credit Agreement are used herein accordance with the same meaning unless otherwise defined hereinlaws of the State of New York.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed byTHIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, and construed in accordance withAND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, the law of the State of TexasTHE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLE. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaSuisse AG, N.A.Cayman Islands Branch, as Administrative Agent Ladies Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Amended and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Restated Credit Agreement Agreement, dated as of September 13March 18, 2016 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “AmendmentCredit Agreement”) among (i) Xxxxxxx InternationalLBI Media, Inc., a Delaware corporation, as borrower Inc. (the “Borrower”), (ii) Xxxxxxx Restaurant Corporationthe guarantors party thereto, a Delaware corporation (“Xxxxxxx Restaurant”)the lenders party thereto, Xxxxxxx FloridaCredit Suisse AG, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A.Cayman Islands Branch, as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends ), Credit Suisse AG, Cayman Islands Branch, as Collateral Trustee and the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior other agents party thereto. Ladies & Gentlemen: Pursuant to the date hereofabove-referenced Credit Agreement, enclosed are copies of consolidated financial statements for the Credit Parties for the fiscal [quarter] [year] ended (the “Existing Credit AgreementFiscal Period”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”)prepared in accordance with GAAP. Capitalized terms used but not defined herein shall have the meanings set forth in the Amended Credit Agreement Agreement. As required, a review of the activities of the Credit Parties during the Fiscal Period has been made under the immediate supervision of the undersigned with a view to determining whether, during the Fiscal Period, the Credit Parties have kept, observed, performed and fulfilled each and every covenant and condition of the Credit Agreement. To the best of my knowledge and belief (in my capacity as an officer of the Borrower and not in my individual capacity) there neither exists on the date of this certificate, nor existed during the Fiscal Period, any Default or Event of Default, except as set forth on any attachment hereto. There has been no change in GAAP since the date of the last audited financial statements delivered to you by the Borrower. As further required, attached are used herein with covenant calculations showing compliance by the same meaning unless Credit Parties of the financial covenant set forth in Section 7.10 of the Credit Agreement. Very truly yours, LBI MEDIA, INC. By: Name: Title: Enclosures Fiscal ¨Quarter/¨Year Ended Except as otherwise defined hereinset forth below, the following covenants have been measured at the end of the fiscal quarter/year of the Credit Parties specified above for the period of four consecutive fiscal quarters of the Credit Parties most recently ended (the “Reported Period”).

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, and construed in accordance with, the law of the State of TexasBUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. To each of the Banks as defined in the Credit Agreement herein described and to Xxxxxxx Xxxxx Bank of America, N.A.USA, as Administrative Agent c/o Goldman, Sachs & Co. 00 Xxxxxx Xxxxxx, 36th Floor Jersey City, New Jersey 07302 Attention: SBD Operations Email: xxx.xxxx@xx.xxx with a copy to: Xxxxxxx Sachs Bank USA 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxx Xxxxxxxx Ladies and Gentlemen: This opinion Reference is furnished made to you pursuant to § 3(a)(iv) of the Second Amendment to Term Credit Agreement dated as of September 13August 21, 2016 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “BorrowerCredit Agreement”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Floridaamong Ascena Retail Group, Inc., a Delaware corporation (the “Xxxxxxx FloridaParent Borrower”), and Xxxxxxx TexasAnnTaylor Retail, Inc., a Delaware Florida corporation (the “Xxxxxxx Texas” Subsidiary Borrower”, and together with Xxxxxxx Restaurant and Xxxxxxx Floridathe Parent Borrower, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “BanksBorrowers”), the Lenders party thereto and Xxxxxxx Sachs Bank of America, N.A.USA, as Administrative Agent for Agent. Capitalized terms used but not otherwise defined herein shall have the Banks (meanings specified in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”). This notice constitutes a Borrowing Request and the [Parent Borrower hereby gives]1[Borrowers hereby give] you notice, pursuant to which Section 2.03 of the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined , that [it requests][they request] a Borrowing under the Credit Agreement, and in connection therewith specify the Amended Credit Agreement are used herein following information with the same meaning unless otherwise defined herein.respect to such Borrowing: (A) Class of Borrowing:2 (B) Aggregate principal amount of Borrowing:3 (C) Date of Borrowing (which is a Business Day):

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of TexasNew York. To each of Agent Address: Wilmington Trust, N.A Return To: Loan Agency Group 00 Xxxxx Xxxxx Xxxxxx Phone: 000-000-0000 Suite 1290 Fax: 000-000-0000 Xxxxxxxxxxx, XX 00000 E-mail: XxxxXxxxxx@XxxxxxxxxxXxxxx.xxx W-9 ¨ W-8BEN ¨ W-8IMY ¨ W-8ECI ¨ W-8EXP ¨ Other ¨ This Affiliated Lender Assignment and Assumption (the Banks as defined in the Credit Agreement herein described “Assignment and to Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This opinion Assumption”) is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13, 2016 the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “AmendmentAssignor”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower and [Insert name of Assignee] (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit AgreementAssignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Amended Credit Agreement defined below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are used hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the same meaning unless otherwise defined hereinStandard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

General Provisions. This Assignment Endorsement terminates upon termination of the Contract to which it is attached. We may elect to terminate this Endorsement at any time by sending you a written notice stating the effective date of termination to your last known address. Such notice will be sent at least 60 days in advance of the effective date of this Endorsement’s termination. On and Assumption shall after the effective date of the termination, you will not be binding upon, and inure allowed to transfer amounts to this account. We reserve the right to move values from this account to the benefit ofFixed Account as of the effective date of termination. Vice President This Endorsement is attached to and becomes part of the Contract. This Endorsement adds a 1-Year Point-to-Point Participation Index Account to your Contract. This Endorsement is subject to all of the provisions of the Contract, except as otherwise stated herein. If any provisions of the Contract conflict with the Endorsement, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law provisions of the State of TexasEndorsement will apply. To each of the Banks as defined in the Credit Agreement herein described Initial Index Number: <<VARIABLE ITEM>> The Participation Rate is guaranteed for one Contract Year. The “S&P Multi-Asset Risk Control 5% Excess Return Index” and to Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13, 2016 “S&P 500®” Indices (the “AmendmentIndices”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation are products of S&P Dow Xxxxx Indices LLC or its affiliates (“Xxxxxxx RestaurantSPDJI”), Xxxxxxx Florida, Inc., a Delaware corporation ) and have been licensed for use by EquiTrust (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit AgreementCompany”). Capitalized terms defined Standard & Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”); Dow Xxxxx® is a registered trademark of Dow Xxxxx Trademark Holdings LLC (“Dow Xxxxx”); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by the Company. The products are not sponsored, endorsed, sold or promoted by SPDJI, Xxx Xxxxx, S&P, or their respective affiliates and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the Amended Credit Agreement are used herein with the same meaning unless otherwise defined hereinIndices.

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption and any claim, controversy or dispute arising under or related to this Assignment and Assumption, whether in tort, contract (at law or in equity) or otherwise, shall be governed by, and construed and interpreted in accordance with, the law laws of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and Annex I to Exhibit A-2-2 Barclays Bank of America, N.A.PLC, as Administrative Agent Barclays Debt Management 000 Xxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxxxx 00000 Attention: Xxxxx Xxxxx Email: Xxxxx.xxxxx@xxxxxxxx.xxx, with a copy to 00000000000@xxx.xxxxxxx.xxx [•] [•], 20[•]12 Ladies and Gentlemen: This opinion Reference is furnished hereby made to you pursuant to § 3(a)(iv) of the Second Amendment to that certain Credit Agreement dated as of September 13July 1, 2016 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “AmendmentCredit Agreement”; capitalized terms used but not defined herein shall have the respective meanings given to them in the Credit Agreement) among (i) Xxxxxxx Internationalby and among, inter alios, Victory Capital Holdings, Inc., a Delaware corporation, as borrower corporation (the “Borrower”), the lenders from time to time party thereto and Barclays Bank PLC, in its capacities as administrative agent and collateral agent for the Secured Parties (ii) Xxxxxxx Restaurant Corporationin its capacities as administrative agent and collateral agent, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (its successors in such capacitycapacities, the “Administrative Agent”) which amends ). The undersigned hereby gives you notice pursuant to Section [2.03]13[2.04]14 of the Borrower’s Credit Agreement dated that it requests the Borrowings under the Credit Agreement to be made on [•] [•], 20[•], and in that connection sets forth below the terms on which the Borrowings are requested to be made as required by Section [2.03][2.04] of March 12the Credit Agreement: 12 The Administrative Agent must be notified in the form of a written Borrowing Request, 2015 appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (as amendedby hand delivery, supplemented fax or otherwise modified other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 12:00 p.m. three Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Loans (or one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date), (ii) except in the case of any Swingline Loan, 10:00 a.m. on the Business Day of the requested date hereofof any Borrowing of ABR Loans (or, in each case, such later time as is acceptable to the Administrative Agent) (provided that with respect to any notice requesting a Revolving Borrowing pursuant to this clause (ii) that is not received prior to 10:00 a.m. on the Business Day prior to the requested date of such Revolving Borrowing, the aggregate principal amount of such Revolving Borrowing shall not exceed $10,000,000) and (iii) in the case of any Swingline Loan, 2:00 p.m. on the Business Day of the requested date of any Borrowing; provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Existing Credit Agreement”)Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 12:00 p.m. four Business Days prior to the requested date of the relevant Borrowing, pursuant conversion or continuation, whereupon the Administrative Agent shall give prompt notice to which the Existing Banks have made appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined hereinappropriate Lenders.

General Provisions. This Assignment and Assumption shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, the law of the State of TexasTHE LAW OF THE STATE OF CALIFORNIA. To each of the Banks as defined in the Credit Agreement herein described and Puget Sound Energy, Inc. InfrastruX Group, Inc. Xxxxxxxx, XX 00000-0000 Re: Up-Front Fees Payable to Bank of America, N.A., as Administrative Agent Lenders Ladies and Gentlemen: This opinion is furnished We refer to you pursuant to § 3(a)(iv(1) of the Second Amendment to Credit Agreement dated as of September 13May 27, 2016 (the “Amendment”) 2004 among (i) Xxxxxxx InternationalPuget Sound Energy, Inc., a Delaware corporationWashington corporation (“PSE”), the financial institutions party thereto as borrower lenders (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx FloridaLenders”), and Xxxxxxx TexasUnion Bank of California, Inc.N.A., a Delaware corporation national banking association (“Xxxxxxx Texas” UBOC”), as administrative agent and together with Xxxxxxx Restaurant and Xxxxxxx Floridaas letter-of-credit issuer (said Credit Agreement, each a “Guarantor” and together as amended, restated, supplemented or otherwise modified from time to time, herein called the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “BanksPSE Credit Agreement”), and Bank of America, N.A., as Administrative Agent for (2) the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12May 27, 2015 2004 among InfrastruX Group, Inc., a Washington corporation (“InfrastruX”), Puget Energy, Inc., a Washington corporation, the Lenders, and UBOC, as administrative agent and as letter-of-credit issuer (said Credit Agreement, as amended, restated, supplemented or otherwise modified prior from time to the date hereoftime, herein called the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended InfrastruX Credit Agreement”). Capitalized terms defined UBOC, in its capacities as administrative agent under the PSE Credit Agreement and as administrative agent under the InfrastruX Credit Agreement, is herein called the “Administrative Agent.” In connection with the PSE Credit Agreement and the InfrastruX Credit Agreement, PSE and InfrastruX hereby agree to pay to the Administrative Agent, ratably in accordance with the “Aggregate Commitment” to PSE under the PSE Credit Agreement and the “Aggregate Commitment” to InfrastruX under the InfrastruX Credit Agreement, a nonrefundable up-front fee in the Amended aggregate amount equal to (a) 0.35% of each Lender’s Allocated Combined Commitment, if such Lender’s Offered Combined Commitment was $65,000,000, (b) 0.30% of each Lender’s Allocated Combined Commitment, if such Lender’s Offered Combined Commitment was at least $35,000,000 but less than $65,000,000, or (c) 0.25% of such Lender’s Allocated Combined Commitment, if such Lender’s Offered Combined Commitment was less than $35,000,000. The aforementioned up-front fee shall be payable to the Administrative Agent, in immediately available funds for the account of each Lender, on the closing date for the PSE Credit Agreement are used herein with and the same meaning unless otherwise defined hereinInfrastruX Credit Agreement.

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaSuisse AG, N.A.Cayman Islands Branch Eleven Madison Avenue, as Administrative Agent 6th Floor New York, New York 10010 Attention: Loan Operations – Agency Manager Fax: (000)-000-0000 Email: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx Ladies and Gentlemen: This opinion Reference is furnished hereby made to you pursuant to § 3(a)(iv) of the Second Amendment to that certain New Term Loan Credit Agreement dated as of September 13July 22, 2016 2020 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “Credit Agreement”), by and among, PQ Corporation, a Pennsylvania corporation (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Parent Borrower”), (ii) Xxxxxxx Restaurant CorporationEco Services Operations Corp., a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx TexasEco Services” and together with Xxxxxxx Restaurant Parent Borrower, collectively, the “Borrowers” and Xxxxxxx Floridaeach, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “BanksBorrower”), CPQ Midco I Corporation, a Delaware corporation, the Lenders from time to time party thereto, Credit Suisse AG, Cayman Islands Branch, in its capacities as administrative agent and Bank of America, N.A., as Administrative Agent collateral agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”)Lenders. Capitalized terms Terms defined in the Amended Credit Agreement are used herein with the same meaning meanings unless otherwise defined herein. The undersigned hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests the Borrowings under the Credit Agreement to be made on [●] [●], 20[●], and in that connection sets forth below the terms on which the Borrowings are requested to be made: (A) Borrowers [PQ Corporation][Eco Services Operations Corp.] (B) Date of Borrowing (which shall be a Business Day) [●] (C) Aggregate Amount of Borrowing15 $[●] 14 The Administrative Agent must be notified in writing or by telephone (with such telephonic notification to be promptly confirmed in writing), which must be received by the Administrative Agent not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of LIBO Rate Loans (or one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of ABR Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Parent Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice from the Parent Borrower must be received by the Administrative Agent not later than 12:00 p.m. four Business Days prior to the requested date of such Borrowing, whereupon the Administrative Agent shall give prompt notice to the relevant Lenders of such request and determine whether the requested Interest Period is available by all the appropriate Lenders. 15 Subject to Section 2.02(c) of Credit Agreement. (D) Type of Borrowing16 [●] (E) Class of Borrowing [●] (F) Interest Period17 (in the case of a LIBO Rate Borrowing) [●] (G) Amount, Account Number and Location Amount $ [ ●] Bank: [ ●] ABA No.: [ ●] Account No.: [ ●] Account Name: [ ●] 16 State whether a LIBO Rate Borrowing or ABR Borrowing. If no Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law laws of the State of TexasNew York. To each EXHIBIT A [Xxxxxxx Xxxxx Bank USA as Term Facility Agent 0000 Xxxxxxxxxx Xxxxx Xxxxxx, XX 00000 Attention of the Banks as defined in the Credit Agreement herein described and to Xxxxxxx Sachs Senior Bank Debt Fax No. (000) 000-0000 email: xx-xxxxxxxxx-xxxxxxxxxxxxxxx@xx.xxxxx.xx.xxx]1 [Bank of America, N.A.N.A. as Revolving Facility Agent One Independence Center 000 X Xxxxx Xxxxxx Charlotte, as Administrative Agent NC 28255 Mail Code: NC1-001-05-45 Attn: Xxxxxxx Xxxxxx Email: xxxxxxx0@xxxx.xxx]2 Ladies and Gentlemen: This opinion Reference is furnished made to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement Agreement, dated as of September June 13, 2016 2018 (as amended, restated, supplemented or otherwise modified time to time, the “Credit Agreement”), among Marvell Technology Group Ltd., a Bermuda exempted company (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “BorrowerCompany”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”)the Lenders party thereto, Xxxxxxx FloridaXxxxx Bank USA, Inc., a Delaware corporation (“Xxxxxxx Florida”), as the General Administrative Agent and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”)Term Facility Agent, and Bank of America, N.A., as Administrative Agent for the Banks (Revolving Facility Agent. Capitalized terms used but not otherwise defined herein shall have the meanings specified in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”). This notice constitutes a Borrowing Request and the Company hereby gives notice, pursuant to which Section 2.03 of the Existing Banks have made available Credit Agreement, that it requests a [Term Borrowing] [Revolving Borrowing] under the Credit Agreement, and in connection therewith specifies the following information with respect to such Borrowing: (A) Class of Borrowing: [Term Borrowing] [Revolving Borrowing] (B) Aggregate principal amount of Borrowing:3 $_________________ 1 For requests relating to Term Loan Facility. 2 For requests relating to the Borrower Revolving Facility. 3 Must comply with Sections 2.01 and 2.02(c) of the Credit Agreement. EXHIBIT B (C) Date of Borrowing (which is a revolving credit facility Business Day): ________________ (D) Type of Borrowing:4 ____________________________________ (E) Interest Period and the Existing last day thereof:5 _____________________ (F) Location and number of the Company’s account to which proceeds of the requested Borrowing are to be disbursed: [Name of Bank] (Account No.:_________________________________________) [The Company hereby certifies that the conditions specified in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement have been satisfied.] Very truly yours, MARVELL TECHNOLOGY GROUP LTD., By: Name: Title: 4 Specify ABR Borrowing or Eurocurrency Borrowing. If no election as so amended by to the AmendmentType of Borrowing is specified, then the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined hereinrequested Borrowing shall be an ABR Borrowing.

General Provisions. This Assignment and Assumption Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Agreement by telecopy facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAgreement. This Assignment and Assumption Agreement shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks as defined in the Fortress Credit Agreement herein described and to Bank of AmericaCorp 1000 Xxxxxx xx xxx Xxxxxxxx 00xx Xxxxx Xxx Xxxx XX 00000 Telephone: 200 000 0000 Fax: 200 000 0000 Attn: Cxxxxxxxxxx X. Xxxxxxxx, N.A.President Re: NX Xxxxxxxxxx XX Holdings, as Administrative Agent LLC – Extension Notice re Maturity Date Ladies and Gentlemen: This opinion is furnished The undersigned, NX Xxxxxxxxxx XX Holdings, LLC (“Borrower”), refers to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13July 23, 2016 2010 (the “AmendmentCredit Agreement”) , the terms therein being used herein as therein defined), among (i) Xxxxxxx Internationalthe undersigned, Inc.the financial institutions party thereto as Initial Lenders, a Delaware corporationFortress Credit Corp, as borrower Agent (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx FloridaAgent”), and Xxxxxxx Texashereby gives you, Inc.in your capacity as Agent, irrevocable notice, pursuant to and in accordance with Section 2.2 of the Credit Agreement, that the undersigned hereby elects, subject to the satisfaction of each condition set forth in Section 4.3 of the Credit Agreement in a Delaware corporation (“Xxxxxxx Texas” manner satisfactory to Agent in its sole discretion, to extend the Initial Maturity Date of the Loan, being _______ ___, 2012, to the Extended Maturity Date of the Loan, which would be _______ ___, 2013. Unless otherwise defined herein, capitalized terms used in this Extension Notice shall have the meanings set forth in the Credit Agreement. The undersigned hereby certifies that no Default or Unmatured Default has occurred and together is continuing or would result from the exercise of the Extension Option, either as of the date hereof or as of the Initial Maturity Date. The undersigned further certifies that the Borrower and the Operator are in compliance with Xxxxxxx Restaurant the applicable covenants in Section 4.3(e) and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”4.3(f), and Bank of Americaas demonstrated on Schedule 1 attached hereto. NX XXXXXXXXXX XX HOLDINGS, N.A.LLC, as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.By: Name: Title: Chief Financial Officer

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the law of the State of TexasTHE LAW OF THE STATE OF NEW YORK. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaEXHIBIT B FORM OF BORROWING REQUEST Xxxxxx Xxxxxxx Senior Funding, N.A.Inc., as Administrative Agent for the Lenders party to the Credit Agreement referred to below 0 Xxxxxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxx, Xxx Xxxx, 00000 Attention: Agency Team [Date] Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13The undersigned, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower Zynga Inc. (the “Borrower”), refers to the Revolving Credit Agreement, dated as of July [ ], 2011 (ii) Xxxxxxx Restaurant Corporationas the same may be amended, a Delaware corporation (restated, amended and restated, modified, extended and/or supplemented from time to time, the “Xxxxxxx Restaurant”Credit Agreement,” the terms defined therein being used herein as therein defined), Xxxxxxx Floridaamong the Borrower, Inc., a Delaware corporation the lenders from time to time party thereto (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “GuarantorLender” and together collectively, the “GuarantorsLenders”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A.you, as Administrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.3 of the Banks Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (in such capacity, the “Administrative AgentProposed Borrowing”) which amends as required by Section 2.3 of the Borrower’s Credit Agreement dated as Agreement: (i) The Business Day of March 12the Proposed Borrowing is 20 .1 (ii) The aggregate principal amount of the Proposed Borrowing is [ ]2. (iii) The Proposed Borrowing is to consist of [ABR Loans] [Eurodollar Loans]. (iv) The initial Interest Period for the Proposed Borrowing is [one/two/three/six/nine/twelve months][insert period less than one month]3.] 1 Shall be a Business Day at least one Business Day in the case of ABR Loans and at least three Business Days in the case of Eurodollar Loans, 2015 (as amendedin each case, supplemented or otherwise modified prior to after the date hereof, provided that any such notice shall be deemed to have been given on a certain day only if given before 12 Noon (New York City time) in the “Existing case of ABR Loans or before 11:00 a.m. (New York City time) in the case of Eurodollar Loans, on such day. Exhibit B (v) The location and number of the account or accounts to which funds are to be disbursed is as follows: [Insert location and number of the account(s)] The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing: (A) the representations and warranties of the Borrower set forth in the Credit Agreement”Agreement [(other than as set forth in Section 3.4(b) of the Credit Agreement)]4 and in the other Loan Documents are and will be true and correct, on and as of the date of the Proposed Borrowing, except that (i) for purposes of this Borrowing Request, the representations and warranties contained in Section 3.4(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), pursuant to which respectively, of Section 5.1 of the Existing Banks have made available Credit Agreement and (ii) to the Borrower a revolving credit facility extent that such representations and warranties specifically refer to an earlier date, they were true and correct in all material respects as of such earlier date; and (B) at the Existing Credit Agreement as so amended by time of and immediately after giving effect to the AmendmentProposed Borrowing, the “Amended Credit Agreement”)no Default has occurred and is continuing. Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.[Signature Page Follows]

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumptionthe Assignment. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, the law of the State of TexasTHE LAW OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). To each of the Banks as defined in the Credit Agreement herein described and to Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement PULTIZER JUNIOR INTERCREDITOR AGREEMENT dated as of September 13[Pulitzer Debt Satisfaction Date], 2016 (the this “AmendmentAgreement”) ), among (i) Xxxxxxx InternationalXXX ENTERPRISES, Inc.INCORPORATED, a Delaware corporation, as borrower corporation (the “Borrower”), (ii) Xxxxxxx Restaurant CorporationPULITZER INC., a Delaware corporation (“Xxxxxxx RestaurantPulitzer”), Xxxxxxx Floridaeach of Pulitzer’s direct or indirect subsidiaries party hereto (together with Pulitzer, Inc., a Delaware corporation (the “Xxxxxxx FloridaPulitzer Entities”), and Xxxxxxx TexasWILMINGTON TRUST, Inc.NATIONAL ASSOCIATION, a Delaware corporation as administrative agent under the Xxx Second Lien Loan Agreement (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant its successors and Xxxxxxx Floridaassigns, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Pulitzer First Priority Agent”) which amends and as collateral agent for the Borrower’s Credit Agreement dated as of March 12First Lien Secured Parties (together with its successors and assigns, 2015 (as amended, supplemented or otherwise modified prior to the date hereofin such capacity, the “Existing Credit AgreementPulitzer First Priority Collateral Agent”), pursuant to which the Existing Banks have made available JPMORGAN CHASE BANK, N.A., as administrative agent with respect to the Borrower a revolving credit facility Revolving Credit Facility (the Existing Credit Agreement as so amended by the Amendmenttogether with its successors and assigns, in such capacity, the “Amended Revolving Agent”) and as collateral agent with respect to the Revolving Credit AgreementFacility (together with its successors and assigns, in such capacity, the “Revolving Collateral Agent”). Capitalized terms defined , JPMORGAN CHASE BANK, N.A., as administrative agent with respect to the Pari Passu Facility (together with its successors and assigns in such capacity, the Amended Credit Agreement are used herein “Pari Passu Agent”) and as collateral agent with respect to the same meaning unless otherwise defined hereinPari Passu Facility (together with its successors and assigns, in such capacity, the “Pari Passu Collateral Agent”), and U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely in its capacity as Trustee under the Notes Indenture (together with its successors and assigns, in such capacity, the “Notes Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent for with respect to the Notes (together with its successors and assigns, in such capacity, the “Notes Collateral Agent”).

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described 18 Insert only if an Affiliated Lender is an Assignee under this Assignment and to Assumption. 19 Insert only if an Affiliated Lender is an Assignee under this Assignment and Assumption. SCHEDULE 2.011 Bank of America, N.A.N.A. $ 325,000,000 100.0 % Total $ 325,000,000 Bank of America, N.A. $ 175,000,000 100.0 % Total $ 175,000,000 1 Section 1.01, definitions of “Lender,” “Term B-1 Loan Commitment” and “Term B-2 Loan Commitment.” Capitalized terms used in these Schedules and not otherwise defined herein have the same meanings as Administrative Agent Ladies specified in the Amended and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Restated Credit Agreement Agreement, dated as of September 13October 16, 2016 2012 (the “AmendmentCredit Agreement”) ), among (i) Xxxxxxx InternationalNEXEO SOLUTIONS, Inc.LLC, a Delaware corporation, as borrower limited liability company (the “Borrower”), (ii) Xxxxxxx Restaurant CorporationNEXEO SOLUTIONS HOLDINGS, LLC, a Delaware corporation limited liability company (“Xxxxxxx RestaurantHoldings”), Xxxxxxx Florida, Inc.NEXEO SOLUTIONS SUB HOLDING CORP., a Delaware corporation (“Xxxxxxx Florida”)corporation, and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of AmericaBANK OF AMERICA, N.A., as Administrative Agent for the Banks administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated and as of March 12collateral agent (in such capacity, 2015 (as amended, supplemented or otherwise modified prior to the date hereofincluding any successor thereto, the “Existing Credit AgreementCollateral Agent”)) under the Loan Documents, pursuant and each lender from time to which the Existing Banks have made available to the Borrower a revolving credit facility time party thereto (the Existing Credit Agreement as so amended by the Amendmentcollectively, the “Amended Credit AgreementLenders” and individually, a “Lender”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.SCHEDULE 7.022

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of Texas. To each New York without regard to conflicts of principles of law that would require the application of the Banks as defined in the Credit Agreement herein described and to Bank laws of Americaanother jurisdiction. UBS AG, N.A.Stamford Branch, as Administrative Agent for the Lenders referred to below, 600 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: [ ] Re: PLY GEM INDUSTRIES, INC. Ladies and Gentlemen: This opinion Reference is furnished made to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13October 31, 2016 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “AmendmentCredit Agreement”) among (i) Xxxxxxx InternationalPLY GEM INDUSTRIES, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant CorporationINC., a Delaware corporation (“Xxxxxxx RestaurantBorrower”), Xxxxxxx FloridaPLY GEM HOLDINGS, Inc.INC., a Delaware corporation (“Xxxxxxx FloridaParent”), the Subsidiary Guarantors (such term and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together other capitalized term used but not defined herein having the “Guarantors”) as guarantors, and (iii) meaning given it in Article I of the banks party thereto (the “Banks”Credit Agreement), the Lenders, UBS SECURITIES LLC and Bank of America, N.A.DEUTSCHE BANK SECURITIES INC., as Administrative Agent for the Banks joint lead arrangers and bookrunners (in such capacity, the “Joint Lead Arrangers”), J.X. XXXXXX SECURITIES INC., as co-arranger (in such capacity, “Co-Arranger”), JPMORGAN CHASE BANK, N.A., as documentation agent (in such capacity, “Documentation Agent”), DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity, “Syndication Agent”), and UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, “Administrative Agent”) which amends for the Borrower’s Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to that it requests a Borrowing under the date hereof, the “Existing Credit Agreement”), pursuant and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Class of Borrowing [Existing Term Loan Borrowing] (B) Principal amount of Borrowing1 (C) Date of Borrowing (which the Existing Banks have made available to the Borrower is a revolving credit facility Business Day) (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined herein.D Type of Borrowing [ABR] [Eurodollar]

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of TexasNew York. To each of the Banks as defined in the Credit Agreement herein described and to Bank of AmericaXXXXXXXXX XXXXX XXXXXXX & XXXXX, N.A.P.C. NEWPORT BEACH 949.725.4000 SAN FRANCISCO 415.283.2240 000 XXXXXXX XXXXXX, XXXXX X XXXXX XXXXXXX, XX 00000 XXXX.XXX SACRAMENTO 916.449.2350 SANTA XXXXXXX 805.730.6800 SAN DIEGO 858.926.3000 SANTA XXXXXX 424.214.7000 November 13, 2014 JPMorgan Chase Bank, National Association, as Administrative Agent Ladies Agent, and Gentlementhe several Lenders Re: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Amended and Restated Credit Agreement dated as of September November 13, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, 2014 Ladies and Gentlemen: We have acted as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant counsel to Deckers Outdoor Corporation, a Delaware corporation (the “Xxxxxxx RestaurantCompany”), Xxxxxxx FloridaDeckers Consumer Direct Corporation, Inc., a Delaware an Arizona corporation (“Xxxxxxx FloridaConsumer Direct”) and Deckers Retail, LLC, a California limited liability company (“Deckers Retail”, and collectively with Consumer Direct, each individually a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”) in connection with the Second Amended and Restated Credit Agreement dated as of November 13, 2014 (the “Credit Agreement”) among the Company, the Lenders party thereto (including JPMorgan Chase Bank, National Association), and Xxxxxxx TexasJPMorgan Chase Bank, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A.National Association, as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”). This opinion is delivered pursuant to Section 4.01(b) which amends of the Borrower’s Credit Agreement. The Company and the respective Guarantor Subsidiaries are sometimes referred to in this letter individually as a “Loan Party,” and collectively as the “Loan Parties.” Unless specifically defined herein or the context requires otherwise, capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement. In connection with the preparation of this opinion, we have examined the following documents: (i) the Credit Agreement; (ii) the Guaranty; (iii) the Security Agreement; (iv) the promissory notes delivered by the Company to certain Lenders pursuant to Section 2.09(e) of the Credit Agreement dated as of March 12, 2015 (as amended, supplemented on or otherwise modified prior to the Closing Date, in the form which the Administrative Agent has as of the Closing Date approved; (v) the Amended and Restated Certificate of Incorporation of the Company, certified by the Delaware Secretary of State as of October 29, 2014 and certified to us by an officer of the Company as being complete, inclusive of all amendments to date, and in full force and effect as of the date hereofof this opinion; (vi) the Bylaws of the Company, certified to us by an officer of the Company as being complete, inclusive of all amendments to date, and in full force and effect as of the date of this opinion; (vii) the Articles of Incorporation of Consumer Direct, certified by the Arizona Secretary of State as of November 5, 2014 and certified to us by an officer of said corporation as being complete, inclusive of all amendments to date, and in full force and effect as of the date of this opinion; (viii) the Bylaws of Consumer Direct, certified to us by an officer of said corporation as being complete, inclusive of all amendments to date, and in full force and effect as of the date of this opinion; (ix) the Articles of Organization of Deckers Retail, certified by the California Secretary of State as of November 3, 2014 and certified to us by an officer of said limited liability company as being complete, inclusive of all amendments to date, and in full force and effect as of the date of this opinion; (x) the Operating Agreement of Deckers Retail, certified to us by an officer of said limited liability company as being complete, inclusive of all amendments to date, and in full force and effect as of the date of this opinion; (xi) records of the corporate proceedings of each such Loan Party relating to the transactions contemplated by the Credit Agreement certified to us by an officer of the respective Loan Party as constituting all records of proceedings relating to the transactions contemplated by the Credit Agreement; (xii) originals or copies certified or otherwise identified to our satisfaction of such records, agreements, instruments and certificates of public officials and of the Loan Parties as we have deemed necessary and relevant to form the basis for our opinions herein. (xiii) Certificates of Status or equivalent instruments, each of recent date, certified by the Secretary of State of each respective Loan Party’s state of incorporation, organization or formation, with respect to the “good standing” or equivalent status of such Loan Party or, in the case of Deckers Retail, (a) a report from National Corporate Research, following a verbal conversation with the applicable representative of the California Secretary of State, indicating that Deckers Retail is active and in good standing as of 11/12/14 and (b) the California Secretary of State official website indicating that Deckers Retail’s status in the State of California is active; (xiv) a certificate of certain officers of the Loan Parties identifying certain agreements and instruments (in each case including all amendments to date) to which the Company and/or one or more Guarantor Subsidiaries is a party or by which the Company and/or one or more Guarantor Subsidiaries’ properties or assets are bound (the “Certificate Relating to Agreements”); (xv) a copy, certified to us as being a true and correct copy of the original, of each of the agreements and instruments identified in the Certificate Relating to Agreements (the “Material Agreements”); (xvi) the following UCC financing statements (collectively, the “Existing Credit AgreementFinancing Statements”): a. Form UCC1 naming the Company as debtor and the Administrative Agent as secured party, to be filed with the Secretary of State of the State of Delaware (the “Delaware Filing Office”), pursuant a copy of which is attached hereto as Exhibit B-1; b. Form UCC1 naming Consumer Direct as debtor and the Administrative Agent as secured party, to be filed with the Secretary of State of the State of Arizona (the “Arizona Filing Office”), a copy of which is attached hereto as Exhibit B-2; c. Form UCC1 naming Deckers Retail as debtor and the Existing Banks Administrative Agent as secured party, to be filed with the Secretary of State of the State of California (the “California Filing Office”), a copy of which is attached hereto as Exhibit B-3; and (xvii) a certificate of certain officers of the Loan Parties as to certain factual matters relevant to this opinion. We have made available no additional state-level investigation after the respective dates stated in items (v), (vii) and (ix) above of those items in rendering our opinion expressed in Paragraph 1. Each of the documents identified in items (i) through (iv) above is sometimes referred to herein as a “Loan Agreement.” We have also examined such other documents and made such further legal and factual examination and investigation as we deem necessary for purposes of rendering the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms defined in the Amended Credit Agreement are used herein with the same meaning unless otherwise defined hereinfollowing opinions.