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. 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 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 New York. This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) is delivered pursuant to that certain Third Amended and Restated Credit Agreement, dated as of April 23, 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant to Section 6.13 of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature (as defined in the Credit Agreement) or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Approved Electronic System Platform (as defined in the Credit 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 in accordance with, the law of the State of New York. JPMorgan Chase Bank, N.A. Middle Market Servicing 00 Xxxxx Xxxxxxxx, Xxxxx X0 Xxxxx XX0-0000 Xxxxxxx, XX, 00000-0000 Attention: ___________________ Fax No: (312) ___________ Ladies and Gentlemen: This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) Borrowing Request is delivered furnished pursuant to Section 2.03 of that certain Third Amended and Restated Credit Agreement, Agreement dated as of April 23February 14, 2014 2019 (as it may be amended, restated, supplemented or otherwise modifiedmodified from time to time, the “Credit Agreement”; ) among Roblox Corporation (the terms defined therein and not otherwise defined herein being used herein as therein defined“Borrower”), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantorsthe other Loan Parties, the Lenders lenders party thereto, thereto and JPMorgan Chase Bank, N.A.N.A. (“JPMorgan”), as Administrative Agent (for the “Administrative Agent”). Section 1Lenders. Pursuant to Section 6.13 Unless otherwise defined herein, capitalized terms used in this Borrowing Request have the meanings ascribed thereto in the Agreement. The Borrower represents that, as of the Credit Agreementthis date, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties conditions precedent set forth in Section 4.02 are satisfied. The Borrower hereby notifies JPMorgan of its request for the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned);following Borrowing: (c) certifies that no Default has occurred or is continuing as 1. Revolving Borrowing 2. Aggregate Amount of the date hereof, or will result from the transactions contemplated hereby on the date hereof;Revolving Borrowing7: $_________________ (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation 3. Borrowing Date of the automatic stay under Borrowing (must be a Business Day): ____________________ 4. The Borrowing shall be a ___ CBFR Borrowing or ___ Eurodollar Borrowing8 5. If a Eurodollar Borrowing, the duration of Interest Period 9: One Month __________ Three Months_________ Six Months__________ ROBLOX CORPORATION By: Name: Title: 7 Must comply with Section 362(a2.02(c) of the Bankruptcy CodeAgreement 8 If no election is made, 11 U.S.C. § 362(a)) and in accordance with Article VIII of then the Credit Agreement; and (e) (i) agrees that this counterpart may also requested Borrowing shall be attached a CBFR Borrowing 9 Shall be subject to the Security Agreementdefinition of “Interest Period.” Cannot extend beyond the Maturity Date. If an Interest Period is not specified, (ii) agrees that then the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral Borrower shall be deemed to be part have selected an Interest Period of the “Collateral” one month’s duration. JPMorgan Chase Bank, N.A. 00 Xxxxx Xxxxxxxx, Xxxxx X0 Xxxxx XX0-0000 Xxxxxxx, XX, 00000-0000 Attention: ___________________ Fax No: (312) ___________ Ladies and hereafter subject Gentlemen: This Interest Election Request is furnished pursuant to each Section 2.08(c) of the terms and conditions that certain Credit Agreement dated as of the Security Agreement. Section 2. The undersigned agrees February 14, 2019 (as amended, restated, supplemented or otherwise modified from time to time, upon request of the Administrative Agent“Agreement”) among ___________________________ (the “Borrower”), to take such additional actions the other Loan Parties, the lenders party thereto and to execute and deliver such additional documents and instruments JPMorgan Chase Bank, N.A. (“JPMorgan”), as Agent for the Administrative Agent may reasonably request to effect Lenders. Unless otherwise defined herein, capitalized terms used in this Borrowing Request have the transactions contemplated by, and to carry out meanings ascribed thereto in the intent of, this Counterpart Agreement. Neither The Borrower is hereby requesting to convert or continue certain Borrowings as follows: 1. Borrowing to which this Counterpart Agreement nor any term hereof may Interest Election Request applies: 2. Date of conversion/continuation (must be changeda Business Day): __________________, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.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 (and by different parties hereto on different counterparts), which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTXxxxx Fargo Bank, dated [ ] (this “Counterpart Agreement”) National Association as Administrative Agent under the Credit Agreement referred to below 0000 X XX Xxxxxx Blvd Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Reference is delivered pursuant made to that certain Third Amended and Restated the Credit Agreement, Agreement dated as of April 23July 21, 2014 2017 (as it may be amended, supplemented or otherwise modifiedmodified from time to time, the “Credit Agreement”; ), among MPLX LP (the “Borrower”), the Lenders party thereto and Xxxxx Fargo Bank, National Association, as Administrative Agent. Capitalized terms defined therein used herein and not otherwise defined herein being are used herein as therein defined)defined in the Credit Agreement. The Borrower hereby gives you notice, by and among Xxxxxxx Xxxxxxxx Energyirrevocably, Inc.pursuant to Section 2.03 of the Credit Agreement that the Borrower hereby requests a Revolving Borrowing and, as Borrowerin that connection, certain Subsidiaries of Borrower, as Guarantors, sets forth below the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent information relating to such Borrowing (the “Administrative AgentProposed Borrowing”). ) as required by Section 1. Pursuant to Section 6.13 2.03 of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all aggregate principal amount of the terms thereofProposed Borrowing is $__________;1 (b) represents and warrants that each the date of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned Proposed Borrowing is true and correct both before and after giving effect to this Counterpart Agreement__________, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date 20__ (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.Funding Date”);2

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENT1663651.11-New York Server 7A - MSW JPMorgan Chase Bank, dated [ ] (this “Counterpart Agreement”) is delivered pursuant N.A., as Administrative Agent 00 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Xxxxxxx, XX 00000 Attention: XxXxxxx Driver Email: xxxxxxx.x.xxxxxx@xxxxxxxx.xxx AND xxx.xxxxxx.xxxxxxxxx.0@xxxxxxxx.xxx Phone: 000-000-0000 Fax: 000-000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to that certain Third Amended and Restated the Credit Agreement, dated as of April 2319, 2014 2011 (as it may be amended, amended and restated, supplemented or otherwise modifiedmodified 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 Xxxxxxx Xxxxxxxx Energy, Inc., as the Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 6.13 2.4(a) of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent hereby requests a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of Borrowing under the Credit Agreement, and for all purposes thereof, in that connection sets forth below the notice address information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability Credit Agreement: (i) The Business Day of the remaining provisions or obligationsProposed Borrowing is _______________, or 200_. (ii) The Proposed Borrowing is [new advance of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired therebyLoans] [continuation of existing Loans] [conversion of existing Loans]. (iii) The type of Loan comprising the Proposed Borrowing is [Base Rate Loans] [Eurodollar Loans]. (iv) The aggregate amount of the Proposed Borrowing is $_______________. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF1663651.11-New York Server 7A - MSW (v) The initial Interest Period for each Eurodollar Loans made as part of the Proposed Borrowing is _____ month[s].]

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTJPMorgan Chase Bank, dated [ ] (this “Counterpart Agreement”) is delivered pursuant N.A., as Administrative Agent for the Lenders parties to that certain Third Amended the Credit Agreement referred to below 00 X. Xxxxxxxx, Floor 19 Mail Code IL1-0010 Xxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx Email: xxxxxxx.x.xxxxxxx@xxxxxxxx.xxx phone: 000-000-0000 fax: 000-000-0000 Ladies and Restated Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of April 23October 26, 2014 2006 (as it may be amended, amended and restated, supplemented or otherwise modifiedmodified 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 Xxxxxxx Xxxxxxxx Energy, Inc., as the Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 6.13 2.4(a) of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent hereby requests a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of 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 2.4(a) of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is _______________, 200_. (ii) The Proposed Borrowing is [new advance of Loans] [continuation of existing Loans] [conversion of existing Loans]. (iii) The type of Loan comprising the Proposed Borrowing is [Base Rate Loans] [Eurodollar Loans]. (iv) The aggregate amount of the Proposed Borrowing is $_______________. (v) The initial Interest Period for all each Eurodollar Loans made as part of the Proposed Borrowing is _____ month[s].] The undersigned hereby certifies that the conditions precedent to such Proposed Borrowing contained in Section 6 have been satisfied. Very truly yours, NORTHERN ILLINOIS GAS COMPANY By Title: Level I Status 0.035% 0.090% 0.000% 0.050% Level II Status 0.040% 0.110% 0.000% 0.050% Level III Status 0.050% 0.150% 0.000% 0.050% Level IV Status 0.060% 0.190% 0.000% 0.050% Level V Status 0.070% 0.230% 0.000% 0.050% Level VI Status 0.090% 0.360% 0.000% 0.050% Level VII Status 0.100% 0.500% 0.000% 0.050% Each change in a rating shall be effective as of the date it is announced by the applicable rating agency. With respect to the Borrower, in the event that the Xxxxx’x Rating and the S&P Rating fall in consecutive Levels, the rating falling in the higher Level (with Level I being the highest Level and Level VII being the lowest Level) shall govern for purposes of determining the applicable pricing pursuant to the above pricing grid. In the event that the Xxxxx’x Rating and the S&P Rating fall in non-consecutive Levels, the Level immediately below the Level in which the higher rating falls shall govern for purposes of determining the applicable pricing pursuant to the above pricing grid. If at any time the Borrower has no Xxxxx’x Rating or no S&P Rating, the remaining rating shall apply unless the Borrower has neither a Xxxxx’x Rating nor a S&P Rating, in which case Level VII shall apply; provided, that in such event the Borrower may propose an alternative rating agency or mechanism in replacement thereof, subject to the notice address written consent of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFRequired Lenders.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to Master Agreement contains provisions under which Cadence or one of its Affiliates will provide financing for the benefit ofBoard secured by certain items of personal property (collectively, the parties hereto “Equipment” and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterpartseach individually, which together shall constitute one instrument. Acceptance and adoption of an “Item”) described on each equipment schedule incorporating the terms of this Assignment and Assumption by Master Agreement (each, a “Schedule”). Schedules will document a financing or refinancing whereby the Assignee and Board will be the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by 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 owner of the State of New York. This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) is delivered pursuant to that certain Third Amended Equipment and Restated Credit Agreement, dated as of April 23, 2014 (as it may Cadence or an Executing Affiliate will be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant to Section 6.13 of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent granted a security interest in the Equipment as collateral for the Board’s obligations and those transactions may be documented either as “leases intended as security” or as “equipment financing agreements.” Each Schedule shall constitute a separate agreement and the terms “Agreement” or “this Agreement” refer to each Schedule and this Master Agreement as incorporated therein. Except to the extent otherwise expressly provided herein, the term "Cadence" shall mean: (a) Cadence Bank; and (b) the applicable Executing Affiliate with respect to all Schedules executed by such Executing Affiliate. One or more Schedules incorporating the terms of this Master Agreement may be executed by one or more Affiliates (including subsidiaries) of Cadence Bank (each such Affiliate executing a Schedule shall hereinafter be referred to as an “Executing Affiliate”). For the purposes of avoiding any doubt as to the intention of the undersigned’s rightparties: (i) the terms of this Master Agreement and any and all addenda, title amendments or other modifications hereto shall apply to each Schedule executed by such Executing Affiliate as if such Executing Affiliate were a party to this Master Agreement; provided, however, that the express terms of any such Schedule shall supersede any contrary terms in this Master Agreement; and interest in (ii) any reference herein to a “Schedule” or an “Agreement” shall include each Schedule executed by an Executing Affiliate which incorporates this Master Agreement, together with this Master Agreement and any and all addenda, amendments or other modifications thereto, to the extent related to such Schedules executed by such Executing Affiliate. This Master Agreement is not a legal commitment to enter into any Schedule and, after executing a Schedule, Cadence shall have no obligation to finance any Equipment until receipt by Cadence of all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same documentation requested by Cadence. Each Agreement may be located terminated or prepaid only if and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreementas expressly provided therein. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature (as defined in the Credit Agreement) or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System (as defined in the Credit 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 in accordance with, the law of the State of New York. This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) is delivered pursuant to that certain Third Amended and Restated Credit Agreement, dated as of April 23, 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 00 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Facsimile: Re: PAPA JOHN’S INTERNATIONAL, INC. [Date]5 Ladies and Gentlemen: Reference is hereby made to the Credit Agreement dated as of August 30, 2017 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Papa John’s International, Inc. (the “Borrower”), the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). . Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. In accordance with Section 1. Pursuant to Section 6.13 2.23 of the Credit Agreement, the undersigned hereby: hereby requests [(a)] an extension of the [insert applicable Class] Maturity Date from [____] to [____][, (b) agrees the Applicable Rate to be applied in determining the interest payable on [insert applicable Class] Loans of[, and fees payable under the Credit Agreement to,] Consenting Lenders in respect of that this Counterpart portion of their [[insert applicable Class] Loans] extended to the new Maturity Date to be [__]%, which changes shall be effective as of [•______ and (c) the amendments to the terms of the Credit Agreement may set forth below, which amendments will become effective on [____]:] [Insert amendments to Credit Agreement, if any] 5 To be attached delivered no less than 30 days from the then existing Maturity Date for the applicable Class. Very truly yours, PAPA JOHN’S INTERNATIONAL, INC., as Borrower By: Name: Title: JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 00 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Facsimile: Re: PAPA JOHN’S INTERNATIONAL, INC. Ladies and Gentlemen: Reference is hereby made to the Credit Agreement and that by dated as of August 30, 2017 (as the execution and delivery hereofsame may be amended, restated, supplemented or otherwise modified from time to time, the undersigned becomes “Credit Agreement”), among Papa John’s International, Inc. (the “Borrower”), the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not 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 Guarantor Borrowing under the Credit Agreement Agreement, and agrees in that connection the Borrower specifies the following information with respect to such Borrowing requested hereby: 1. Aggregate principal amount and Agreed Currency of Borrowing:6 __________ 2. Date of Borrowing (which shall be a Business Day): __________ 3. Type and Class of Borrowing (ABR or Eurocurrency and Revolving or Term Loan): __________ 4. Interest Period and the last day thereof (if a Eurocurrency Borrowing):7 __________ 5. Location and number of the Borrower’s account or any other account agreed upon by the Administrative Agent and the Borrower to which proceeds of Borrowing are to be bound by all disbursed: __________ 6 Not less than applicable amounts specified in Section 2.02(c). 7 Which must comply with the definition of “Interest Period” and end not later than the terms thereof; (b) applicable Maturity Date. The undersigned hereby represents and warrants that each the conditions to lending specified in Section[s] [4.01 and]8 4.02 of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing are satisfied as of the date hereof. Very truly yours, or will result from PAPA JOHN’S INTERNATIONAL, INC., as the transactions contemplated hereby Borrower By: Name: Title: 8 To be included only for Borrowings on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become dueEffective Date. JPMorgan Chase Bank, whether at stated maturityN.A., by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but as Administrative Agent for the operation of the automatic stay under Section 362(a) of the Bankruptcy CodeLenders referred to below 00 Xxxxx Xxxxxxxx Xxxxxxx, 11 U.S.C. § 362(a)) Xxxxxxxx 00000 Attention: Facsimile: Re: PAPA JOHN’S INTERNATIONAL, INC. Ladies and in accordance with Article VIII of Gentlemen: Reference is hereby made to the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security AgreementAgreement dated as of August 30, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” 2017 (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees amended, restated, supplemented or otherwise modified from time to time, upon request of the “Credit Agreement”), among Papa John’s International, Inc. (the “Borrower”), the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent, ”). Capitalized terms used but not defined herein shall have the meanings assigned to take such additional actions and to execute and deliver such additional documents and instruments as terms in the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Credit Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any The Borrower hereby gives you notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 2.08 of the Credit Agreement that it requests to [convert][continue] an existing Borrowing under the Credit Agreement, and for all purposes thereofin that connection the Borrower specifies the following information with respect to such [conversion][continuation] requested hereby: 1. List date, the notice address Type, Class, principal amount, Agreed Currency and Interest Period (if applicable) of the undersigned existing Borrowing: __________ 2. Aggregate principal amount of resulting Borrowing: __________ 3. Effective date of interest election (which shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTEXHIBIT F FORM OF CONSENT TO ASSIGNMENT ----------------------------- The undersigned (the "COUNTERPARTY") acknowledges that [_________________], dated [ a [_____________] (this “Counterpart Agreement”) is delivered "DEBTOR"), for the purpose of securing obligations of the Debtor incurred pursuant to the Credit Agreement hereinafter referenced, has collaterally assigned or may in the future collaterally assign to Wachovia Bank, National Association, as administrative agent (together with its successors and assigns in such capacity, the "ADMINISTRATIVE AGENT"), for the benefit of the Lenders referenced above, all of such Debtor's right, title, interest, claim, and demand in, under, and to the Assigned Agreements (as such term is herein defined), and all accounts and general intangibles consisting of, relating to or otherwise arising out of such Debtor's right, title, interest, claim, and demand in and to all of such Debtor's rights to payment of every kind under and by virtue of the Assigned Agreements (defined below). The Counterparty further acknowledges that certain Third Amended the rights and Restated interests of the Debtor to receive proceeds under the Assigned Agreements, as applicable, together with any security interests securing the payment thereof, have been pledged to the Administrative Agent as collateral for the Indebtedness (as defined in the Credit Agreement) under the Credit Agreement, dated as for the benefit of April 23, 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, Lenders. As a condition to the Lenders party thereto, and JPMorgan Chase Bank, N.A., extending credit as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant to Section 6.13 of contemplated by the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to Administrative Agent and the Credit Agreement and that by Lenders have required the execution and delivery hereofof this Consent to Assignment (this "CONSENT"). Accordingly, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) Designated Borrower Request and Assumption Agreement is made and delivered pursuant to Section 2.15 of that certain Third Amended and Restated Credit Agreement, dated as of April 23September 29, 2014 2020 (as it may be amended, restated, extended, supplemented or otherwise modifiedmodified in writing from time to time, the “Credit Agreement”; ), among Vontier Corporation, a Delaware corporation (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and reference is made thereto for full particulars of the matters described therein. All capitalized terms defined therein used in this Designated Borrower Request and Assumption Agreement and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries shall have the meanings assigned to them in the Credit Agreement. Each of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent ______________________ (the “Designated Borrower”) and the Company hereby confirms, represents and warrants to the Administrative Agent”). Agent and the Lenders that the Designated Borrower is a Subsidiary of the Company. The documents required to be delivered to the Administrative Agent under Section 1. Pursuant 2.15 of the Credit Agreement will be furnished to Section 6.13 the Administrative Agent in accordance with the requirements of the Credit Agreement. The parties hereto hereby confirm that with effect from the date hereof, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached Designated Borrower shall have obligations, duties and liabilities toward each of the other parties to the Credit Agreement and that by identical to those which the execution and delivery hereof, Designated Borrower would have had if the undersigned becomes a Guarantor under Designated Borrower had been an original party to the Credit Agreement as a Borrower. The Designated Borrower confirms its acceptance of, and agrees to be bound by consents to, all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement warranties, covenants, and each other Loan Document terms and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII provisions of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees . The parties hereto hereby request that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants Designated Borrower be entitled to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of receive Revolving Credit Loans under the Credit Agreement, and understand, acknowledge and agree that neither the Designated Borrower nor the Company on its behalf shall have any right to request any Revolving Credit Loans for all purposes thereof, its account unless and until the notice address date one (1) Business Day after the effective date designated by the Administrative Agent in a Designated Borrower Notice delivered to the Company and the Lenders pursuant to Section 2.15 of the undersigned shall be the address as set forth on the signature page hereofCredit Agreement. In case any provision in or obligation under this This Designated Borrower Request and Assumption Agreement shall be invalid, illegal or unenforceable in any jurisdiction, constitute a Loan Document under the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired therebyCredit Agreement. THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS LAW OF THE STATE OF NEW YORK, WITHOUT REGARD YORK APPLICABLE TO CONFLICT OF LAWS PRINCIPLES THEREOFAGREEMENTS 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENT, dated [ ] ¨ NEW ¨ REPLACE PREVIOUS DESIGNATION ¨ ADD ¨ CHANGE ¨ DELETE LINE NUMBER ¨ INITIAL LOAN DISBURSEMENT The following representatives (this “Counterpart AgreementAuthorized Representatives”) is delivered pursuant of RHP HOTEL PROPERTIES, LP (“Borrower”) are authorized to request the disbursement of loan proceeds and initiate funds transfers for Loan Number 101719 (“Loan”) in the original principal amount of $1,000,000,000 (“Loan Amount”) evidenced by that certain Third Fourth Amended and Restated Credit AgreementAgreement dated April 18, dated as of April 23, 2014 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Loan Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energyeach of the financial institutions initially a signatory to the Loan Agreement together with their successors and assignees (“Lender”), Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Xxxxx Fargo Bank, N.A., as Administrative Agent National Association (the “Administrative Agent”). Section 1) and Borrower. Pursuant Administrative Agent is authorized to Section 6.13 of rely on this Transfer Authorizer Designation form until it has received a new Transfer Authorizer Designation form signed by Borrower, even in the Credit Agreement, the undersigned hereby: (a) agrees event that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by any or all of the terms thereof; (b) represents and warrants that each foregoing information may have changed. The maximum amount of the representations initial disbursement of any Loan proceeds (“Initial Loan Disbursement”) and warranties the maximum amount of each subsequent disbursement of any Loan proceeds (each a “Subsequent Loan Disbursement”) are set forth in the Credit Agreement and each other below: Name Title Maximum Initial Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security AgreementDisbursement Amount1 Maximum Subsequent Loan Disbursement Amount1 1. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement3. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF4.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTJPMorgan Chase Bank, dated [ ] N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (this “Counterpart Agreement”000) is delivered pursuant 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to that certain Third Amended and Restated the Credit Agreement, dated as of April 23May 11, 2014 2009 (as it may be amended, amended and restated, supplemented or otherwise modifiedmodified 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 Xxxxxxx Xxxxxxxx Energy, Inc., as the Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 6.13 2.4(a) of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent hereby requests a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of 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 2.4(a) of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is _______________, 200_. (ii) The Proposed Borrowing is [new advance of Loans] [continuation of existing Loans] [conversion of existing Loans]. (iii) The type of Loan comprising the Proposed Borrowing is [Base Rate Loans] [Eurodollar Loans]. (iv) The aggregate amount of the Proposed Borrowing is $_______________. (v) The initial Interest Period for all each Eurodollar Loans made as part of the Proposed Borrowing is _____ month[s].] The undersigned hereby certifies that the conditions precedent to such Proposed Borrowing contained in Section 6 have been satisfied. Very truly yours, NORTHERN ILLINOIS GAS COMPANY By Title: Level I Status .100% 50% of CDX 1.50% Level II Status .125% 65% of CDX 1.75% Level III Status .150% 80% of CDX 2.00% Level IV Status .200% 90% of CDX 2.25% Level V Status .250% 100% of CDX 2.50% Each change in a rating shall be effective as of the date it is announced by the applicable rating agency. With respect to the Borrower, in the event that the Mxxxx’x Rating and the S&P Rating fall in consecutive Levels, the rating falling in the higher Level (with Level I being the highest Level and Level V being the lowest Level) shall govern for purposes of determining the applicable pricing pursuant to the above pricing grid. In the event that the Mxxxx’x Rating and the S&P Rating fall in non-consecutive Levels, the Level immediately above the Level in which the lower rating falls shall govern for purposes of determining the applicable pricing pursuant to the above pricing grid. If at any time the Borrower has no Mxxxx’x Rating or no S&P Rating, the remaining rating shall apply unless the Borrower has neither a Mxxxx’x Rating nor a S&P Rating, in which case Level V shall apply; provided, that in such event the Borrower may propose an alternative rating agency or mechanism in replacement thereof, subject to the notice address written consent of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFRequired 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENT, dated [ ] THIS JOINDER AGREEMENT (this the “Counterpart Agreement”) is delivered pursuant to that certain Third Amended and Restated Credit Agreement, dated as of April 23, 2014 20 is by and among , a (the “New Loan Party”), and Bank of America, N.A., in its capacity as Administrative Agent under that certain Credit Agreement dated as of December 21, 2009 (as it may be amended, restated, modified, supplemented or otherwise modifiedextended from time to time, the “Credit Agreement”; ) among Prometheus Laboratories Inc., a California corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Bank of America, N.A., as the Administrative Agent, Swing Line Lender and L/C Issuer, and SunTrust Bank, as Syndication Agent. Capitalized terms defined therein used herein and not otherwise defined herein being used herein shall have the meanings assigned to such terms in the Credit Agreement. The Loan Parties are required by [Section 7.12] [Section 8.04]13 of the Credit Agreement to cause the New Loan Party to become a “Guarantor” thereunder. Accordingly, the New Loan Party hereby agrees as therein defined)follows with the Administrative Agent, for the benefit of the Lenders: 1. The New Loan Party hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Loan Party will be deemed to be a party to the Credit Agreement and among Xxxxxxx Xxxxxxxx Energya “Guarantor” for all purposes of the Credit Agreement, Inc.and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The New Loan Party hereby ratifies, as Borrowerof the date hereof, certain Subsidiaries and agrees to be bound by, all of Borrowerthe terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Loan Party hereby jointly and severally together with the other Guarantors, guarantees to each Secured Party, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant to Section 6.13 provided in Article IV of the Credit Agreement, the undersigned hereby: prompt payment and performance of the Obligations in full when due (awhether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of strictly in accordance with the terms thereof;. (b) represents 2. The New Loan Party hereby acknowledges, agrees and warrants that each confirms that, by its execution of this Agreement, the New Loan Party will be deemed to be a party to the Security Agreement and a “Grantor” for all purposes of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Security Agreement, except to and shall have all the extent that any such representation and warranty relates solely to any earlier dateobligations of a Grantor thereunder as if it had executed the Security Agreement. The New Loan Party hereby ratifies, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) and agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of be bound by, all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Codeterms, 11 U.S.C. § 362(a)) provisions and conditions contained in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that . Without limiting the undersigned will comply with all the terms and conditions generality of the Security Agreement as if it were an original signatory theretoforegoing terms of this paragraph 2, (iii) the New Loan Party hereby grants to the Administrative Agent Agent, for the benefit of the holders of the Secured Obligations (as defined in the Security Agreement), a continuing security interest in any and all of the undersigned’s right, title and interest of the New Loan Party in and to all “Collateral” the Collateral (as such term is defined in the Security Agreement) of the undersignedNew Loan Party to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as defined in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement). 3. All such Collateral shall The New Loan Party hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Loan Party will be deemed to be part a party to the Pledge Agreement and a “Pledgor” for all purposes of the “Collateral” Pledge Agreement, and hereafter subject to each shall have all the obligations of a Pledgor thereunder as if it had executed the Pledge Agreement. The New Loan Party hereby ratifies, as of the terms date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Pledge 13 Use Section 7.12 reference if a Subsidiary. Use Section 8.04 reference if Delaware Opco. Agreement. Without limiting the generality of the Security Agreement. Section 2. The undersigned agrees from time foregoing terms of this paragraph 3, the New Loan Party hereby grants, pledges and assigns to time, upon request of the Administrative Agent, to take such additional actions for the benefit of the holders of the Secured Obligations (as defined in the Pledge Agreement), a continuing security interest in any and all right, title and interest of the New Loan Party in and to execute the Equity Interests identified on Schedule 7 hereto and deliver such additional documents and instruments all other Pledged Collateral (as defined in the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Pledge Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit AgreementNew Loan Party to secure the prompt payment and performance in full when due, and for all purposes thereofwhether by lapse of time, the notice address acceleration, mandatory prepayment or otherwise, of the undersigned shall be Secured Obligations (as defined in the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.Pledge Agreement).]14

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. 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 any Approved Electronic System 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 New York. EXHIBIT B This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) Solvency Certificate is being executed and delivered pursuant to that certain Third Amended and Restated Section 4.01(e) of the Credit Agreement, dated as of April 23, 2014 Agreement (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; ) dated as of December 23, 2016 among Myriad Genetics, Inc. (the terms defined therein and not otherwise defined herein being used herein as therein defined“Company”), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders lenders party thereto, thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent the administrative agent and collateral agent; the terms defined therein being used herein as therein defined. I, [__________], the chief financial officer of the Company, solely in such capacity and not in an individual capacity, hereby certify that I am the chief financial officer of the Company and that I am generally familiar with the businesses and assets of the Company and its Restricted Subsidiaries (taken as a whole), I have made such other investigations and inquiries as I have deemed appropriate and I am duly authorized to execute this Solvency Certificate on behalf of the “Administrative Agent”). Section 1. Pursuant Company pursuant to Section 6.13 of the Credit Agreement. I further certify, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all solely in my capacity as chief financial officer of the terms thereof; (b) represents Company, and warrants that each not in my individual capacity, as of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before date hereof and after giving effect to this Counterpart Agreement, except to the extent that any such representation Transactions and warranty relates solely to any earlier date, the incurrence of the indebtedness and obligations being incurred in which case such representation connection with the Credit Agreement and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of Transactions on the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) that: (i) agrees that this counterpart may also be attached to the Security Agreementfair value of the assets of the Company and its Restricted Subsidiaries, taken as a whole, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (ii) agrees that the undersigned will comply with all the terms and conditions present fair saleable value of the Security Agreement property of the Company and its Restricted Subsidiaries, taken as if it were an original signatory theretoa whole, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) grants the Company and its Restricted Subsidiaries, taken as a whole, will be able to the Administrative Agent a security interest in all of the undersigned’s rightpay their debts and liabilities, title and interest in and to all “Collateral” (subordinated, contingent or otherwise, as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest debts and wherever the same may be located liabilities become absolute and matured; and (iv) delivers the Company and its Restricted Subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the Administrative Agent supplements to all schedules attached to the Security Agreement. All business in which they are engaged as such Collateral shall be deemed business is now conducted and is proposed to be part of conducted after the “Collateral” and hereafter subject to each of the terms and conditions of the Security AgreementEffective Date. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTJPMorgan Chase Bank, dated [ ] N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 00 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Xxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx Email: xxxxxxx.x..xxxxxxx@xxxxxxxx.xxx phone: (this “Counterpart Agreement”000) is delivered pursuant 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to that certain Third Amended and Restated the Credit Agreement, dated as of April 23August 11, 2014 2008 (as it may be amended, amended and restated, supplemented or otherwise modifiedmodified 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 Xxxxxxx Xxxxxxxx Energy, Inc., as the Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 6.13 2.4(a) of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent hereby requests a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of Borrowing under the Credit Agreement, and for all purposes thereof, in that connection sets forth below the notice address information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability Credit Agreement: (i) The Business Day of the remaining provisions or obligationsProposed Borrowing is _______________, or 200_. (ii) The Proposed Borrowing is [new advance of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFLoans] [continuation of existing Loans] [conversion of existing Loans]. (iii) The type of Loan comprising the Proposed Borrowing is [Base Rate 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 Texas. Principal: $[●] Date: [●] FOR VALUE RECEIVED, the undersigned ATLAS SAND COMPANY, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Borrower”), promises to pay to the order of New YorkSTONEBRIAR COMMERCIAL FINANCE LLC, a Delaware limited liability company (together with the respective successors, assigns, and subsequent holders of this Delayed Draw Term Loan Note, “Lender”), at 0000 Xxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxx, Xxxxx 00000, or as Lender or the holder hereof may otherwise designate in writing, the principal amount of [●] and No/100 Dollars ($[●])2 (or so much thereof as shall have been advanced and remain unpaid and outstanding hereunder), with interest (computed on the basis of a 365-day year for the actual number of days elapsed) on the unpaid principal amount hereof from and including the date hereof until paid in full at the rate per annum equal to [●]%3. This COUNTERPART AGREEMENT, dated [ Delayed Draw Term Loan Note shall be payable in [●] (this [●])4 consecutive monthly installments as follows: [●] ([●])5 monthly installments of interest only each in the amount of $[●]6 payable on each Payment Day commencing with the Payment Day on [●]7 and continuing on each Payment Day up to and including January 1, 2025; followed by [●] ([●])8 additional monthly installments of combined principal and interest each in the amount of [●]9 payable on each Payment Day commencing February 1, 2025 and continuing on each Payment Day up to and including August 1, 2030; and then a final installment also payable on August 1, 2030 (the “Counterpart AgreementStated Maturity Date”) equal to $[●]10, together with all other accrued and unpaid interest hereon and all other amounts (if any) then payable hereon or otherwise under the Loan Documents, each such installment to be applied, first, to the payment of interest accrued on the unpaid principal amount hereof to the date of such installment and, second, to the reduction of such unpaid principal amount.11 All payments hereunder shall be made in lawful money of the United States and in immediately available funds. This Delayed Draw Term Loan Note is delivered pursuant to one of the Delayed Draw Term Loan Notes referenced in that certain Third Amended and Restated Credit Agreement, dated as of April 23July 31, 2014 2023 (as it may be amended, supplemented or otherwise modifiedmodified 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 Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders from time to time party thereto, and JPMorgan Chase BankStonebriar Commercial Finance, N.A.LLC, a Delaware limited liability company, as Administrative Agent. Capitalized terms used, but not expressly defined herein that are defined in the Credit Agreement shall have the meanings as set forth in the Credit Agreement. Borrower shall have the right to voluntarily prepay all or a portion of this Delayed Draw Term Loan Note on any Payment Day, upon thirty (30) days’ prior written notice to Administrative Agent, such notice of prepayment being irrevocable unless expressly conditioned upon the occurrence of another transaction, in which case such notice may be revoked in the event such other transaction is not consummated, provided that any such prepayment shall be in a minimum principal amount of $1,000,000 (or, if less than $1,000,000, the remaining principal balance of the Delayed Draw Term Loans) and shall be in an integral multiple of $500,000 (such principal amount, the “Prepayment Amount”), together with all interest then accrued and unpaid on the principal so prepaid together with the Prepayment Fee (if any) set forth below. Except as otherwise provided in the Credit Agreement (including regularly scheduled payment installments as required by this Delayed Draw Term Loan Note), if Borrower voluntarily prepays or is required to prepay (whether due to permitted acceleration by the Administrative Agent or otherwise) this Delayed Draw Term Loan Note prior to the Stated Maturity Date, Borrower shall pay, on the date of such 2 To insert the applicable principal amount 3 To insert the applicable rate (i.e., the Term SOFR Rate plus 5.95%) 4 To insert number of months from Delayed Draw Funding Date until the Maturity Date. 5 To insert number of months from Delayed Draw Funding Date until December 1, 2024. 6 To insert amount of interest only payments. 7 To insert first Payment Date occurring after Delayed Draw Funding Date. 8 To insert number of months from February 1, 2025 until the Maturity Date. 9 To insert amount of principal and interest payments (to equal 80% of the applicable Delayed Draw Term Loan divided by months remaining until the Maturity Date). 10 To insert amount of final principal and interest payment (to equal 20% of the applicable Delayed Draw Term Loan). 11 NTD: If the Note date is after December 31, 2024, there shall be no interest-only period. prepayment (which shall be a Payment Day), a fee (the “Administrative AgentPrepayment Fee”) to Lender in an amount equal to (a) eight percent (8%) of the Prepayment Amount if such prepayment occurs on or prior to December 31, 2024 (b) four percent (4%) of the Prepayment Amount if such prepayment occurs after December 31, 2024 but on or prior to December 31, 2025, (c) three percent (3%) of the Prepayment Amount if such prepayment occurs after December 31, 2025 but on or prior to December 31, 2026 and (d) two percent (2%) of the Prepayment Amount if such prepayment occurs thereafter, provided that the Prepayment Fee shall be charged and paid only to the extent permitted by Applicable Law. Any prepayment pursuant to this paragraph shall be applied to the installments hereof in the inverse order of maturity. Upon the maturity of this Delayed Draw Term Loan Note, the entire unpaid principal amount on this Delayed Draw Term Loan Note, together with all interest, fees and other amounts payable hereon or in connection herewith pursuant to the Loan Documents (the “Total Obligation”). , shall be immediately due and payable without further notice or demand. In the event Borrower fails to pay in full and in good, immediately available funds the Total Obligation upon the same becoming due and payable (whether at maturity or upon acceleration), then all past due amounts shall bear interest at the Default Rate in accordance with Section 1. Pursuant to Section 6.13 8 of the Credit Agreement, from the undersigned hereby: due date thereof until all such amounts have been paid in full in good, immediately available funds. If any payment on this Delayed Draw Term Loan Note becomes payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day. Borrower hereby waives diligence, demand, presentment, protest and notice of any kind, and assents to extensions of the time of payment, release, surrender or substitution of security, or forbearance or other indulgence, without notice. Xxxxxxxx agrees to pay all amounts under this Delayed Draw Term Loan Note without offset, deduction, claim, counterclaim, defense or recoupment, all of which are hereby waived. Administrative Agent, Xxxxxx, Borrower and any other parties to the Loan Documents intend to contract in strict compliance with applicable usury law from time to time in effect. In furtherance thereof such Persons stipulate and agree that none of the terms and provisions contained in the Loan Documents shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by Applicable Law from time to time in effect. Neither Borrower nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully charged under Applicable Law from time to time in effect, and the provisions of this paragraph shall control over all other provisions of the Loan Documents which may be in conflict or apparent conflict herewith. Xxxxxx expressly disavows any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If (a) agrees that this Counterpart Agreement may be attached the maturity of any Obligation is accelerated for any reason, (b) any Obligation is prepaid and as a result any amounts held to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees constitute interest are determined to be bound by in excess of the legal maximum, or (c) Lender or any other holder of any or all of the terms thereof; (b) represents and warrants that each Obligations shall otherwise collect amounts which are determined to constitute interest which would otherwise increase the interest on any or all of the representations Obligations to an amount in excess of that permitted to be charged by Applicable Law then in effect, then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at Lender’s or such holder’s option, promptly returned to Borrower upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted under Applicable Law, Lender and warranties set forth in the Credit Agreement Borrower (and each any other Loan Document and applicable payors thereof) shall to the undersigned is true and correct both before and after giving effect to this Counterpart Agreementgreatest extent permitted under Applicable Law, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreementcharacterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) agrees that exclude voluntary prepayments and the undersigned will comply with all the terms effects thereof, and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to amortize, prorate, allocate, and spread the Administrative Agent a security total amount of interest through the entire contemplated term of this Delayed Draw Term Loan Note in all of accordance with the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees amount outstanding from time to time, upon request time thereunder and the maximum legal rate of interest from time to time in effect under Applicable Law in order to lawfully charge the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent maximum amount of interest permitted under Applicable Law. This Delayed Draw Term Loan Note may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may not be changed, waivedmodified or terminated orally, discharged or terminated, except but only by an instrument agreement in writing signed by Xxxxxxxx and Lender or any holder hereof. This Delayed Draw Term Loan Note shall be binding upon the party successors and assigns of Borrower and inure to the benefit of Lender and its successors, endorsees and assigns; provided, however, that Borrower shall not assign this Delayed Draw Term Loan Note or any obligations hereunder without the prior written consent of Lender (including, if applicable, any party required to evidence its such consent to be granted or acceptance withheld at Xxxxxx’s sole discretion), and any purported assignment without such prior written consent shall be null, void and of no effect. If any term or provision of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given Delayed Draw Term Loan Note shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be held invalid, illegal or unenforceable in any jurisdictionunenforceable, the validity, legality validity of all other terms and enforceability of the remaining provisions or obligations, or of such provision or obligation hereof shall in any other jurisdiction, shall not in any no way be affected or impaired thereby. BORROWER AND, BY ITS ACCEPTANCE HEREOF, XXXXXX XXXXXX KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT DELAYED DRAW TERM LOAN NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. THIS DELAYED DRAW TERM LOAN NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORKTEXAS, WITHOUT REGARD INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. THE PARTIES AGREE THAT ANY ACTION OR PROCEEDING ARISING UNDER OR RELATED TO CONFLICT THIS DELAYED DRAW TERM LOAN NOTE MAY BE COMMENCED IN ANY FEDERAL OR STATE COURT SITTING IN THE EASTERN DISTRICT OF LAWS PRINCIPLES THEREOFTEXAS AND THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF EACH SUCH COURT AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURT, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THE AGREEMENT OR THE SUBJECT MATTER THEREOF OR THE TRANSACTION CONTEMPLATED HEREBY OR THEREBY MAY NOT BE ENFORCED IN OR BY SUCH COURT. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS DELAYED DRAW TERM LOAN NOTE OR IN ANY OTHER LOAN DOCUMENT SHALL LIMIT OR RESTRICT LENDER’S RIGHT TO COMMENCE ANY PROCEEDING IN THE FEDERAL OR STATE COURTS LOCATED IN THE STATE IN WHICH ANY COLLATERAL IS LOCATED TO THE EXTENT LENDER DEEMS SUCH PROCEEDING NECESSARY OR ADVISABLE TO EXERCISE REMEDIES AVAILABLE UNDER ANY LOAN DOCUMENT. THE PARTIES AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY 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 (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTXxxxxx Xxxxxxx Senior Funding, dated Inc. Attn: [ ] [ ] Telephone: [ ] Facsimile: [ ] Email: [ ] Re: Term Loan B Credit Agreement dated as of November 25, 2014 (this the “Counterpart Credit Agreement”) is delivered among Vine Oil & Gas LP, a Delaware limited partnership (the “Borrower”), the Guarantors party thereto from time to time, certain other parties thereto and Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent and Collateral Agent. 1) Dear Sir: The undersigned (the “Proposed Affiliate Assignee”) hereby gives you notice, pursuant to that certain Third Amended and Restated Section 10.07(l) 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: To: [Xxxxxx Xxxxxxx Senior Funding, Inc.], as Auction Agent Ladies and Gentlemen: This Acceptance and Prepayment Notice is delivered to you pursuant to (a) Section 2.05(a)(v)(D) of that certain Term Loan B Credit Agreement dated as of April 23November 25, 2014 (as it may be amended, supplemented or otherwise modified, refinanced and/or restated from time to time, the “Credit Agreement”; ) among Vine Oil & Gas LP, a Delaware limited partnership (the “Borrower”), the Guarantors party thereto from time to time, certain other parties thereto and Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent and Collateral Agent, and (b) that certain Solicited Discounted Prepayment Notice, dated , 20 , from the applicable Company Party (the “Solicited Discounted Prepayment Notice”). Capitalized terms defined therein used herein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, shall have the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (meaning ascribed to such terms in the “Administrative Agent”). Section 1Credit Agreement. Pursuant to Section 6.13 2.05(a)(v)(D) of the Credit Agreement, the undersigned hereby: Company Party hereby irrevocably notifies you that it accepts offers delivered in response to the Solicited Discounted Prepayment Notice having an Offered Discount equal to or greater than [[ ]% in respect of the Term Loans] [[ ]% in respect of the [ , 20 ]1 tranche[(s)] of the [ ]2 Class of Term Loans] (athe “Acceptable Discount”) in an aggregate amount not to exceed the Solicited Discounted Prepayment Amount. The Company Party expressly agrees that this Counterpart Agreement may Acceptance and Prepayment Notice shall be attached irrevocable and is subject to the provisions of Section 2.05(a)(v)(D) of the Credit Agreement. The Company Party hereby represents and warrants to the Auction Agent and [the Term Lenders][each Term Lender of the [ , 20 ]3 tranche[s] of the [ ]4 Class of Term Loans] as follows: 1. [At least ten (10) Business Days have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by a Company Party on the applicable Discounted Prepayment Effective Date.][At least three (3) Business Days have passed since the date the Company Party was notified that no Term Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any 1 List multiple tranches if applicable. 2 List applicable Class(es) of Term Loans (e.g., “Initial Term Loans”, “Incremental Term Loans”, “Refinancing Term Loans” or “Extended Term Loans”). 3 List multiple tranches if applicable. 4 List applicable Class(es) of Term Loans (e.g., “Initial Term Loans”, “Incremental Term Loans”, “Refinancing Term Loans” or “Extended Term Loans”). discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of any Company Party’s election not to accept any Solicited Discounted Prepayment Offers made by a Term Lender.]5 2. No Default or Event of Default has occurred and is continuing. The Company Party acknowledges that the Auction Agent and the relevant Term Lenders are relying on the truth and accuracy of the foregoing representations and warranties in connection with the acceptance of any prepayment made in connection with a Solicited Discounted Prepayment Offer. The Company Party requests that the Auction Agent promptly notify each Term Lender party to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement Acceptance and Prepayment Notice. [The remainder of such change, waiver, discharge or termination this page is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFintentionally left blank.] 5 Insert applicable representation.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTTo: Bank of America, dated [ ] (this “Counterpart Agreement”) N.A., as Administrative Agent Reference is delivered pursuant made to that certain Third Second Amended and Restated Credit Agreement, dated as of April 23October 22, 2014 2010 (as it may be amended, restated, extended, supplemented or otherwise modifiedmodified in writing 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 Xxxxxxx Xxxxxxxx Energy, Buckeye Technology Inc., as Borrowera Delaware corporation (the “Company”), certain Subsidiaries of Borrower, as Guarantorsthe Guarantors from time to time party thereto, the Lenders from time to time party thereto, thereto and JPMorgan Chase BankBank of America, N.A., as Administrative Agent (the “Administrative Agent”). Section 1, L/C Issuer and Swing Line Lender. Pursuant to Section 6.13 The undersigned Responsible Officer hereby certifies as of the Credit Agreementdate hereof that he/she is the _________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to the undersigned herebyAdministrative Agent on the behalf of the Company, and that: (a) agrees that this Counterpart Agreement may be attached to The conditions specified in Section 4.02 of the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all have been satisfied as of the terms thereof;Closing Date. (b) represents and warrants There has been no event or circumstance since June 30, 2010 that each of the representations and warranties set forth has had or could be reasonably expected to have, either individually or in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreementaggregate, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned);a Material Adverse Effect. (c) certifies that no Default has occurred No action, suit, investigation or proceeding is continuing as pending, or to the knowledge of the date hereofCompany, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable threatened in any jurisdiction, the validity, legality and enforceability of the remaining provisions court or obligations, before any arbitrator or of such provision or obligation in any other jurisdiction, shall not in any way governmental authority that could reasonably be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFexpected to have a Material 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy or other means of electronic imaging shall be effective as 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. JPMorgan Chase Bank, N.A., as the Administrative Agent for the Lenders party to the Credit Agreement referred to below JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxxxxxx Xxxx NCC 0, 0xx Xxxxx Xxxxxx, XX 00000-0000 Attention: Xxxxxx Xxxx; Email:xxxxxx.xxxx@xxxxx.xxx Facsimile: 00000000000@xxx.xxxxxxx.xxx Tel: 0-000-000-0000 Ladies and Assumption shall be governed byGentlemen: The undersigned, Coupang, LLC, (the “Borrower”), refers to the Revolving Credit and construed in accordance with, the law of the State of New York. This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) is delivered pursuant to that certain Third Amended and Restated Credit Guaranty Agreement, dated as of April 23February 27, 2014 2021, (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as the Borrower, certain Subsidiaries of Borrower, as Guarantorsthe Guarantors from time to time party thereto, the Lenders from time to time party thereto (each, a “Lender” and collectively, the “Lenders”) and the Issuing Banks from time to time party thereto, and JPMorgan Chase you, as the Administrative Agent for the Lenders and Issuing Bank, N.A.and hereby gives you notice, as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant irrevocably, pursuant to Section 6.13 2.5 of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent hereby requests a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of Borrowing under the Credit Agreement, and for all purposes thereof, in that connection sets forth below the notice address information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.5 of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability Credit Agreement: (i) The Business Day of the remaining provisions or obligationsProposed Borrowing is __________, or 20__.4 (ii) The Proposed Borrowing is to consist of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFa Revolving Loan.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York, without regard to conflict of laws principles. This COUNTERPART AGREEMENT, dated [ ] THIS GUARANTY JOINDER AGREEMENT (this “Counterpart Agreement”) is delivered pursuant to that certain Third Amended and Restated Credit Agreement), dated as of April 23_____________, 2014 20__, is by and between [INSERT NEW GUARANTOR], a [INSERT TYPE OF ORGANIZATION] (the “Subsidiary”), and BANK OF AMERICA, N. A., in its capacity as Administrative Agent under that certain Credit Agreement (as it may be amended, modified, restated or supplemented or otherwise modifiedfrom time to time, the “Credit Agreement”; ), dated as of August 16, 2011, by and among Omega Healthcare Investors, Inc. (the “Borrower”), the Guarantors party thereto, the Lenders and Bank of America, N. A., as Administrative Agent. Capitalized terms defined therein used herein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries shall have the meanings assigned to such terms in the Credit Agreement. The Credit Parties are required under the provisions of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant to Section 6.13 6.15 of the Credit Agreement to cause the Subsidiary to become a “Guarantor”. Accordingly, the Subsidiary hereby agrees as follows with the Administrative Agent, for the benefit of the Lenders: 1. The Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may Subsidiary will be attached deemed to be a party to the Credit Agreement Guaranty and that by a “Guarantor” for all purposes of the execution Guaranty, and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by shall have all of the terms thereof; (b) represents and warrants that each obligations of a Guarantor thereunder as if it had executed the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart AgreementGuaranty. The Subsidiary hereby ratifies, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) and agrees to irrevocably be bound by, all of the terms, provisions and unconditionally guaranty conditions applicable to the due Guarantor contained in the Guaranty. Without limiting the generality of the foregoing terms of this paragraph 1, the Subsidiary hereby (i) jointly and punctual severally together with the other Guarantors, guarantees to each Lender and the Administrative Agent, the prompt payment and performance of the Obligations in full of all Obligations when the same shall become due, due (whether at stated maturity, by required as a mandatory prepayment, declaration, acceleration, demand by acceleration or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(aotherwise) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and strictly in accordance with Article VIII the terms thereof. 2. The address of the Subsidiary for purposes of all notices and other communications is described on Schedule 10.02 of the Credit Agreement; and. (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to 3. The Subsidiary hereby waives acceptance by the Administrative Agent a security interest in all and the Lenders of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed guaranty by the party (including, if applicable, any party required to evidence its consent to or acceptance Subsidiary upon the execution of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of Agreement by the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFSubsidiary.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTJPMorgan Chase Bank, dated [ ] N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 00 X. Xxxxxxxx, Floor 19 Mail Code IL1-0010 Xxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx Email: xxxxxxx.x.xxxxxx@xxxxxxxx.xxx phone: (this “Counterpart Agreement”000) is delivered pursuant 000-0000 fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to that certain Third Amended and Restated the Credit Agreement, dated as of April 23October 18, 2014 2007 (as it may be amended, amended and restated, supplemented or otherwise modifiedmodified 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 Xxxxxxx Xxxxxxxx Energy, Inc., as the Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 6.13 2.4(a) of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent hereby requests a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of 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 2.4(a) of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is _______________, 200_. (ii) The Proposed Borrowing is [new advance of Loans] [continuation of existing Loans] [conversion of existing Loans]. (iii) The type of Loan comprising the Proposed Borrowing is [Base Rate Loans] [Eurodollar Loans]. (iv) The aggregate amount of the Proposed Borrowing is $_______________. (v) The initial Interest Period for all each Eurodollar Loans made as part of the Proposed Borrowing is _____ month[s].] The undersigned hereby certifies that the conditions precedent to such Proposed Borrowing contained in Section 6 have been satisfied. Very truly yours, NORTHERN ILLINOIS GAS COMPANY By Title: If the Level Status Is The Facility Fee Rate is: The Eurodollar Margin is: First Drawn (usage < 50%)5 The Utilization Fee Rate is: Fully Drawn5 Level I Status 0.035% 0.090% 0.125% 0.050% 0.175% Level II Status 0.040% 0.110% 0.150% 0.050% 0.200% Level III Status 0.050% 0.150% 0.200% 0.050% 0.250% Level IV Status 0.060% 0.190% 0.250% 0.050% 0.300% Level V Status 0.080% 0.270% 0.350% 0.050% 0.400% Each change in a rating shall be effective as of the date it is announced by the applicable rating agency. With respect to the Borrower, in the event that the Xxxxx’x Rating and the S&P Rating fall in consecutive Levels, the rating falling in the higher Level (with Level I being the highest Level and Level V being the lowest Level) shall govern for purposes of determining the applicable pricing pursuant to the above pricing grid. In the event that the Xxxxx’x Rating and the S&P Rating fall in non-consecutive Levels, the Level immediately below the Level in which the higher rating falls shall govern for purposes of determining the applicable pricing pursuant to the above pricing grid. If at any time the Borrower has no Xxxxx’x Rating or no S&P Rating, the remaining rating shall apply unless the Borrower has neither a Xxxxx’x Rating nor a S&P Rating, in which case Level V shall apply; provided, that in such event the Borrower may propose an alternative rating agency or mechanism in replacement thereof, subject to the notice address written consent of the undersigned shall be the address Required Lenders. 5 Column only applicable to Borrowings made as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalidEurodollar Loans JPMorgan Chase Bank, illegal or unenforceable in any jurisdictionN.A. ABA/Routing No.: 000000000 Account Name: Loan Processing DP Account No.: 9008109962C1407 Attention: Xxxxxxx X. Xxxxxx JPMorgan Chase Bank, the validityN.A. 00 X. Xxxxxxxx, legality and enforceability of the remaining provisions or obligationsFloor 19 Mail Code IL1-0010 Xxxxxxx, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.XX 00000 Attn: Xxxxxxx X. Xxxxxx

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTMizuho Bank, dated [ ] (this “Counterpart Agreement”) Ltd. as Administrative Agent under the Credit Agreement referred to below Harborside Financial Center 0000 Xxxxx Xxx Xxxxxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxxxx Reference is delivered pursuant made to that certain Third Amended and Restated Credit Agreement, the Term Loan Agreement dated as of April 23January [2], 2014 2018 (as it may be amended, supplemented or otherwise modifiedmodified from time to time, the “Credit Agreement”; ), among MPLX LP, a Delaware limited partnership (the “Borrower”), the Lenders party thereto and Mizuho Bank, Ltd., as Administrative Agent. Capitalized terms defined therein used herein and not otherwise defined herein being are used herein as therein defined)defined in the Credit Agreement. The Borrower hereby gives you notice, by and among Xxxxxxx Xxxxxxxx Energyirrevocably, Inc.pursuant to Section 2.03 of the Credit Agreement that the Borrower hereby requests a Borrowing and, as Borrowerin that connection, certain Subsidiaries of Borrower, as Guarantors, sets forth below the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent information relating to such Borrowing (the “Administrative AgentProposed Borrowing”). ) as required by Section 1. Pursuant to Section 6.13 2.03 of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all aggregate principal amount of the terms thereofProposed Borrowing is $__________;1 (b) represents and warrants that each the date of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned Proposed Borrowing is true and correct both before and after giving effect to this Counterpart Agreement__________, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date 20__ (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.Funding Date”);2

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTXxxxxx Xxxxxxx Senior Funding, dated Inc. Attn: [ ] [ ] Telephone: [ ] Facsimile: [ ] Email: [ ] Re: Term Loan C Credit Agreement dated as of November 25, 2014 (this the “Counterpart Credit Agreement”) is delivered among Vine Oil & Gas LP, a Delaware limited partnership (the “Borrower”), the Guarantors party thereto from time to time, certain other parties thereto and Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent and Collateral Agent. 1) Dear Sir: The undersigned (the “Proposed Affiliate Assignee”) hereby gives you notice, pursuant to that certain Third Amended and Restated Section 10.07(l) 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: To: [Xxxxxx Xxxxxxx Senior Funding, Inc.], as Auction Agent Ladies and Gentlemen: This Acceptance and Prepayment Notice is delivered to you pursuant to (a) Section 2.05(a)(v)(D) of that certain Term Loan C Credit Agreement dated as of April 23November 25, 2014 (as it may be amended, supplemented or otherwise modified, refinanced and/or restated from time to time, the “Credit Agreement”; ) among Vine Oil & Gas LP, a Delaware limited partnership (the “Borrower”), the Guarantors party thereto from time to time, certain other parties thereto and Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent and Collateral Agent, and (b) that certain Solicited Discounted Prepayment Notice, dated , 20 , from the applicable Company Party (the “Solicited Discounted Prepayment Notice”). Capitalized terms defined therein used herein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, shall have the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (meaning ascribed to such terms in the “Administrative Agent”). Section 1Credit Agreement. Pursuant to Section 6.13 2.05(a)(v)(D) of the Credit Agreement, the undersigned hereby: Company Party hereby irrevocably notifies you that it accepts offers delivered in response to the Solicited Discounted Prepayment Notice having an Offered Discount equal to or greater than [[ ]% in respect of the Term Loans] [[ ]% in respect of the [ , 20 ]1 tranche[(s)] of the [ ]2 Class of Term Loans] (athe “Acceptable Discount”) in an aggregate amount not to exceed the Solicited Discounted Prepayment Amount. The Company Party expressly agrees that this Counterpart Agreement may Acceptance and Prepayment Notice shall be attached irrevocable and is subject to the provisions of Section 2.05(a)(v)(D) of the Credit Agreement. The Company Party hereby represents and warrants to the Auction Agent and [the Term Lenders][each Term Lender of the [ , 20 ]3 tranche[s] of the [ ]4 Class of Term Loans] as follows: 1. [At least ten (10) Business Days have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by a Company Party on the applicable Discounted Prepayment Effective Date.][At least three (3) Business Days have passed since the date the Company Party was notified that no Term Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any 1 List multiple tranches if applicable. 2 List applicable Class(es) of Term Loans (e.g., “Initial Term Loans”, “Incremental Term Loans”, “Refinancing Term Loans” or “Extended Term Loans”). 3 List multiple tranches if applicable. 4 List applicable Class(es) of Term Loans (e.g., “Initial Term Loans”, “Incremental Term Loans”, “Refinancing Term Loans” or “Extended Term Loans”). discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of any Company Party’s election not to accept any Solicited Discounted Prepayment Offers made by a Term Lender.]5 2. No Default or Event of Default has occurred and is continuing. The Company Party acknowledges that the Auction Agent and the relevant Term Lenders are relying on the truth and accuracy of the foregoing representations and warranties in connection with the acceptance of any prepayment made in connection with a Solicited Discounted Prepayment Offer. The Company Party requests that the Auction Agent promptly notify each Term Lender party to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement Acceptance and Prepayment Notice. [The remainder of such change, waiver, discharge or termination this page is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFintentionally left blank.]

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTTo the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, as Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: [I/We] have acted as counsel for (a) [ ], a [ ] corporation (the “Borrower”), in connection with the Credit Agreement dated as of [ ] (this “Counterpart Agreement”) is delivered pursuant to that certain Third Amended and Restated Credit Agreement, dated as of April 23, 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as the Borrower, certain Subsidiaries of Borrower, the banks and other financial institutions identified therein as Guarantors, the Lenders party theretoLenders, and JPMorgan Chase Bank, N.A., as Administrative Agent and (b) [identify all Guarantors signing Guaranty], in connection with the Guaranty dated as of [ ] (the “Administrative AgentGuaranty”). Section 1, among [ ]. Pursuant to Section 6.13 of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth Terms defined in the Credit Agreement and each other Loan Document and applicable are used herein with the same meanings. [I, or individuals under my direction,/We] have examined originals or copies, certified or otherwise identified to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement[my/our] satisfaction, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as [I/we] have deemed necessary or advisable for purposes of this opinion. Upon the basis of the foregoing, [I am/we are] of the opinion that: 1. The Borrower (if applicable a) is a corporation duly organized, validly existing and in good standing under the laws of [ ], (b) has all requisite power and authority to the undersigned); carry on its business as now conducted and (c) certifies that no Default has occurred except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is continuing qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. [To be expanded to address Guarantors] 2. The Transactions are within each Loan Party’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. The Loan Documents have been duly executed and delivered by each Loan Party party thereto and constitute a legal, valid and binding obligation of each Loan Party party thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 3. The Transactions (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 date hereofapplicable Loan Parties or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Loan Parties or any of its Subsidiaries or its assets, or will result from the transactions contemplated hereby on the date hereof; give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries, and (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined not result in the Security Agreement) creation or imposition of the undersigned, in each case whether now any Lien on any asset of any Loan Party or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part any of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreementits Subsidiaries. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

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 Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by any Electronic System 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 acceptance with, the law laws of the State of New YorkYork applicable to contracts made and to be performed wholly within such State. This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) Reference is delivered pursuant made to that certain Third Amended and Restated Revolving Credit Agreement, Agreement dated as of April 23January 25, 2014 2008 (as it may be amended, supplemented amended or otherwise modifiedmodified from time to time, the “Credit Agreement”; ) among Xxxxxxx X. Xxxxxxxxx & Co., LLC, a Delaware limited liability company (the terms defined therein and not otherwise defined herein being used herein as therein defined“Borrower”), by and among Xxxxxxx Xxxxxxxx EnergyAllianceBernstein L.P., Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantorsa Delaware limited partnership, the Lenders party theretoBanks parties thereto (the “Banks”), and JPMorgan Chase BankCitibank, N.A., as Administrative Agent (the “Administrative Agent”). Section 1. Unless otherwise defined herein, capitalized terms used in this Supplement have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 6.13 2.5(b) of the Credit Agreement, the undersigned herebyBorrower has requested an increase in the Total Commitment from $__________ to $__________. Such increase in the Total Commitment is to become effective on the date (the “Effective Date”) which is the later of (i) __________ __, 20___ and (ii) the date on which the conditions set forth in Section 2.5(b) in respect of such increase have been satisfied. In connection with such requested increase in the Total Commitment, the Borrower, the Administrative Agent and __________ (the “Accepting Bank”) hereby agree as follows: (a) agrees that this Counterpart Agreement may be attached 1. Effective as of the Effective Date, [the Accepting Bank shall become a party to the Credit Agreement as a Bank and that by shall have all of the execution rights and delivery hereof, obligations of a Bank thereunder and shall thereupon have a Commitment under and for purposes of the undersigned becomes a Guarantor Credit Agreement in an amount equal to the] [the Commitment of the Accepting Bank under the Credit Agreement and agrees shall be increased from $__________ to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties the] amount set forth in opposite the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersignedAccepting Bank’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth name on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New YorkMissouri. This COUNTERPART AGREEMENTTo: Bank of America, dated [ ] (this “Counterpart Agreement”) is delivered pursuant N.A., as Administrative Agent Please refer to that certain Third Amended and Restated the Credit Agreement, Agreement dated as of April 23August 30, 2014 2010 (as it may be amended, restated, supplemented or otherwise modifiedmodified from time to time, the “Credit Agreement”; ) among CPI Corp. (the terms defined therein “Company”), various financial institutions and Bank of America, N.A., as Administrative Agent. Terms used but not otherwise defined herein being are used herein as therein defineddefined in the Credit Agreement. The undersigned hereby gives irrevocable notice, pursuant to Section 2.2.2 of the Credit Agreement, of a request hereby for a borrowing as follows: (i) The requested borrowing date for the proposed borrowing (which is a Business Day) is ______________, ____. (ii) The aggregate amount of the proposed borrowing is $______________. (iii) The type of [Revolving Loans] comprising the proposed borrowing are [Base Rate] [LIBOR] Loans. (iv) The duration of the Interest Period for each LIBOR Loan made as part of the proposed borrowing, if applicable, is ___________ months (which shall be 1, 2, 3 or 6 months), by . The undersigned hereby certifies that on the date hereof and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries on the date of Borrower, as Guarantors, the Lenders party theretoborrowing set forth above, and JPMorgan Chase Bankimmediately after giving effect to the borrowing requested hereby: (i) there exists and there shall exist no Unmatured Event of Default or Event of Default under the Credit Agreement; and (ii) each of the representations and warranties contained in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof, except to the extent that such representation or warranty expressly relates to another date and except for changes therein expressly permitted or expressly contemplated by the Credit Agreement. The undersigned hereby represents and warrants that all of the conditions contained in Section 12.2 of the Credit Agreement have been satisfied on and as of the date hereof, and will continue to be satisfied on and as of the date of the advance requested hereby, before and after giving effect thereto. The Company has caused this Notice of Borrowing to be executed and delivered by its officer thereunto duly authorized on ___________, ______. By:/s/ ____________________________________ Title: To: Bank of America, N.A., as Administrative Agent Please refer to the Credit Agreement dated as of August 30, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among CPI Corp. (the “Company”), various financial institutions and Bank of America, N.A., as Administrative Agent”). Section 1. Pursuant Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement. The undersigned hereby gives irrevocable notice, pursuant to Section 6.13 2.2.3 of the Credit Agreement, the undersigned herebyof its request to: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all on [____date____] convert $[________]of the terms thereofaggregate outstanding principal amount of the [_______] Loan, bearing interest at the [________] Rate, into a(n) [________] Loan [and, in the case of a LIBOR Loan, having an Interest Period of [_____] month(s)]; (b) represents and warrants that each on [____date____] continue $[________]of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as aggregate outstanding principal amount of the date hereof[_______] Loan, or will result from bearing interest at the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full LIBOR Rate, as a LIBOR Loan having an Interest Period of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a[_____] month(s)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement]. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTEXHIBIT D FORM OF NOTICE OF BORROWING ABN AMRO Bank N.V., dated [ as Administrative Agent for the Lenders parties to the Credit Agreement referred to below [New Address] (this “Counterpart Agreement”) is delivered pursuant [Date] Attention: Agency Services - Carole Floyd Email: carole.floyd@abnamro.com xxxxx: 312-992-5189 xxx: 000-000-3611 Ladies and Gentxxxxx: The undersigned, [Noxxxxxx Xxxxxois Gas Company or Nicor Inc.], refers to that certain Third Amended and Restated the Credit Agreement, dated as of April 23September 2, 2014 2004 (as it may be amended, amended and restated, supplemented or otherwise modifiedmodified 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 Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantorsthe Borrowers, the Lenders party parties thereto, and JPMorgan Chase Bank, N.A.ABN AMRO Bank N.V., as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 6.13 2.4(a) of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent hereby requests a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of Borrowing under the Credit Agreement, and for all purposes thereof, in that connection sets forth below the notice address information relating to such Borrowing (the "Proposed Borrowing") as required by Section 2.4(a) of the undersigned shall be Credit Agreement: (i) The Borrower requesting the address as set forth on the signature page hereof. In case any provision in Proposed Borrowing is [Northern Illinois Gas Company or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability Nicor Inc.]. (ii) The Business Day of the remaining provisions or obligationsProposed Borrowing is _______________, or 200_. (iii) The Proposed Borrowing is [new advance of Loans] [continuation of existing Loans] [conversion of existing Loans]. (iv) The type of Loan comprising the Proposed Borrowing is [Base Rate Loans] [Eurodollar Loans]. (v) The aggregate amount of the Proposed Borrowing is $_________________. (vi) The initial Interest Period for each Eurodollar Loans made as part of the Proposed Borrowing is _____ month[s].] The undersigned hereby certifies that the conditions precedent to such provision or obligation Proposed Borrowing contained in any other jurisdictionSection 6 have been satisfied. Very truly yours, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF[NORTHERN ILLINOIS GAS COMPANY OR NICOR INC.] By____________________________ Title:

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTDate: _________________, dated [ ] (this “Counterpart Agreement”) is delivered pursuant to that certain Third Amended and Restated Credit Agreement, dated as of April 23, 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and ___________ To: JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant Ladies and Gentlemen: This Subsidiary Swingline Borrower Request and Assumption Agreement is made and delivered pursuant to Section 6.13 2.14 of the that certain Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct dated as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereofAugust 15, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” 2008 (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees further amended, restated, extended, supplemented or otherwise modified in writing from time to time, upon request the “Credit Agreement”), among Mxxxxxx-Xxxxxx International Inc. (“Mxxxxxx-Xxxxxx International”), Mxxxxxx-Xxxxxx Holding AG, Mxxxxxx-Xxxxxx Management Holding Deutschland GmbH, Mxxxxxx-Xxxxxx B.V., MT Investment C.V., certain Subsidiary Swingline Borrowers party thereto from time to time, the Lenders from time to time party thereto, JPMorgan Chase Bank, 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 Administrative Agentmatters 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 ______________________ (the “Applicant Borrower”) and Mxxxxxx-Xxxxxx International hereby confirms, represents and warrants to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect and the transactions contemplated by, and to carry out Lenders that the intent of, this Counterpart AgreementApplicant Borrower is a Subsidiary of Mxxxxxx-Xxxxxx International. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by The address of the party (including, if applicable, any party Applicant Borrower is as follows: _____________________________________. The documents required to evidence its consent be delivered to or acceptance the Administrative Agent and the affected Swingline Lender under Section 2.14 of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted the Credit Agreement will be furnished to be given shall be given pursuant to Section 11.01 the Administrative Agent and the affected Swingline Lender in accordance with the requirements of the Credit Agreement. The parties hereto hereby confirm that with effect from the date hereof, the Applicant Borrower shall have obligations, duties and liabilities toward each of the other parties to the Credit Agreement identical to those which the Applicant Borrower would have had if the Applicant Borrower had been an original party to the Credit Agreement as a Subsidiary Swingline Borrower. The Applicant Borrower confirms its acceptance of, and for consents to, all purposes thereofrepresentations and warranties, the notice address covenants, and other terms and provisions of the undersigned shall Credit Agreement. The parties hereto hereby request that the Applicant Borrower be entitled to receive Swingline Loans under the address as Credit Agreement in the Subsidiary Currency, having the Subsidiary Currency Sublimit and to be made in the jurisdiction set forth below, and understand, acknowledge and agree that neither the Applicant Borrower nor Mxxxxxx-Xxxxxx International on its behalf shall have any right to request any Swingline Loans for its account unless and until the signature page hereofdate five Business Days after the effective date designated by the Administrative Agent in a Notice of Designation of Additional Subsidiary Swingline Borrower, Applicable Subsidiary Currency and Subsidiary Currency Sublimit delivered to Mxxxxxx-Xxxxxx International and the Swingline Lender pursuant to Section 2.14 of the Credit Agreement. In case any provision Name of Subsidiary Swingline Borrower Subsidiary Currency and Sublimit Permitted Jurisdiction in or obligation under this which Swingline Loans may be made to such Subsidiary Swingline Borrower This Subsidiary Swingline Borrower Request and Assumption Agreement shall be invalid, illegal or unenforceable in any jurisdiction, constitute a Loan Document under the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired therebyCredit Agreement. THIS SUBSIDIARY SWINGLINE BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS LAW OF THE STATE OF NEW YORK, WITHOUT REGARD YORK APPLICABLE TO CONFLICT OF LAWS PRINCIPLES THEREOFAGREEMENTS 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 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by any Electronic System 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 New York (including for such purposes Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York) without regard to conflicts of laws principles. This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) Compliance Certificate is delivered pursuant to that certain Third Amended and Restated Credit clause (c) of Section 7.1.1 of the Bridge Loan Agreement, dated as of April 23September 5, 2014 2006 (as it may be amended, supplemented supplemented, amended and restated or otherwise modifiedmodified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by among Hanesbrands Inc. (the “Borrower”), the Lenders, Mxxxxx Sxxxxxx Senior Funding, Inc. and among Xxxxxxx Xxxxxxxx EnergyMxxxxxx Xxxxx Xxxxxx, Fxxxxx & Sxxxx Incorporated, as the Co-Syndication Agents, Mxxxxx Sxxxxxx Senior Funding, Inc., as Borrowerthe Administrative Agent, certain Subsidiaries of Borrowerand Mxxxxx Sxxxxxx Senior Funding, Inc. and Mxxxxxx Xxxxx Xxxxxx, Fxxxxx & Sxxxx Incorporated, as Guarantorsthe joint lead arrangers and joint bookrunners (in such capacities, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative AgentLead Arrangers”). Section 1. Pursuant to Section 6.13 of Terms used herein that are defined in the Credit Agreement, unless otherwise defined herein, have the undersigned hereby: meanings provided (aor incorporated by reference) agrees that this Counterpart Agreement may be attached to in the Credit Agreement and that by the execution and delivery hereofAgreement. The Borrower hereby certifies, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each as follows in respect of the representations period (the “Computation Period”) commencing on ___ ___, ___ and warranties set forth in ending on ___ ___, ___ (such latter date being the Credit Agreement “Computation Date”) and each other Loan Document and applicable with respect to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.Computation 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 of New York. This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) is delivered pursuant to that certain Third Amended and Restated Credit Agreement, dated as Bank of April 23, 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase BankAmerica, N.A., as Administrative Agent (the “Administrative Agent”). Section 1. , 20 Attention: Dear : Pursuant to Section 6.13 2.13 of the Second Amended and Restated Revolving Credit AgreementAgreement dated as of August 26, 2022 with Conagra Brands, Inc., (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof“Agreement”), the undersigned becomes we request a Guarantor under the Credit Agreement and agrees to be bound by all [one] [two] year extension of the terms thereof; Termination Date (b) represents and warrants that each of the representations and warranties set forth as defined in the Credit Agreement and Agreement) as such date pertains to each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersignedLender’s right, title and interest in and to all “Collateral” Commitment (as such each term is defined in the Security Agreement) ). [If this extension is accepted by the Required Lenders (as defined in the Agreement), the new Termination Date will be ________________]. We acknowledge that such extension will not otherwise constitute an alteration, amendment or waiver of any other term, condition or covenant contained in the undersignedAgreement. Each Lender is also entitled to retroactively accept any previous extension requests by Conagra, Brands, Inc. that were rejected by such Lender. We hereby authorize and request you to deliver a copy of this Request for Extension to each Lender. To accept our requested extension, or to retroactively accept any previous extension requests, the Lenders must give written notice to you, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers form attached as Exhibit J to the Agreement, within __ days following your receipt of this request. Failure by any Lender to give the required notice within such __ day time period will constitute a denial of our request. Very truly yours, CONAGRA BRANDS, INC. By: [Authorized Officer] Bank of America, N.A., as Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.20 Attention:

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System fax 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 New York. This COUNTERPART AGREEMENTBank of America, dated [ ] (this “Counterpart Agreement”) N.A., as administrative agent for the lenders parties to the Credit Agreement referred to below Mail Code: TX1-492-14-11 Bank of America Plaza 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 00000-0000 Fax: 000-000-0000 Attention: Xxxx X. Xxxxxx Reference is delivered pursuant hereby made to that certain Third the Amended and Restated Credit Agreement, dated as of April 23, 2014 (as it may be amended, supplemented or otherwise modifiedmodified 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 Xxxxxxx Xxxxxxxx EnergyCONSTELLATION ENERGY GROUP, Inc.INC., as a Maryland corporation (the “Borrower”), certain Subsidiaries of BorrowerEXELON CORPORATION, as Guarantorsa Pennsylvania corporation, the Lenders party theretolenders parties thereto (together with their successors and assigns, the “Lenders”), and JPMorgan Chase BankBANK OF AMERICA, N.A., as Administrative Agent administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as Swingline Lender and as LC Bank. Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings so defined. The Borrower hereby gives notice to the Administrative Agent that Borrowings under the Credit Agreement, and of the type and amount set forth below, are requested to be made on the date indicated below to the Borrower: Type of Borrowings Interest Period Aggregate Amount Date of Borrowings Base Rate Borrowing N/A Swingline Advance N/A Eurodollar Borrowing The Borrower hereby requests that the proceeds of the Borrowings described in this Borrowing Request be made available to the Borrower as follows: [insert transmittal instructions]. The Borrower hereby (i) certifies that all conditions contained in the Credit Agreement to the making of any Borrowing requested have been met or satisfied in full and (ii) acknowledges that the delivery of this Borrowing Request shall constitute a representation and warranty by the Borrower that, on the date of the proposed Borrowing, the statements contained in Section 3.02 of the Credit Agreement are true and correct. CONSTELLATION ENERGY GROUP, INC. By Name: Title: DATE: [APPLICABLE LC BANK] [ADDRESS OF LC BANK] Attention: Attention: [ ] cc: Bank of America, N.A., as administrative agent for the lenders parties to the Credit Agreement referred to below Mail Code: TX1-492-14-11 Bank of America Plaza 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 00000-0000 Fax: 000-000-0000 Attention: Xxxx X. Xxxxxx Ladies and Gentlemen: The undersigned, Constellation Energy Group, Inc. (the “Borrower”), refers to the Amended and Restated Credit Agreement, dated as of , (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CONSTELLATION ENERGY GROUP, INC. Section 1. Pursuant , a Maryland corporation (the “Borrower”), EXELON CORPORATION, a Pennsylvania corporation, the lenders parties thereto (together with their successors and assigns, the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as Swingline Lender and as LC Bank, and hereby gives you notice, pursuant to Section 6.13 2.04 of the Credit Agreement, that the undersigned herebyBorrower hereby requests the issuance of a Letter of Credit (the “Requested Letter of Credit”) in accordance with the following terms: (ai) agrees that this Counterpart Agreement the requested date of [issuance] [modification] [amendment] of the Requested Letter of Credit (which is a Business Day) is ; (ii) the expiration date of the Requested Letter of Credit requested hereby is ;1 1 Date may not be later than the fifth Business Day preceding the Termination Date. (iii) the proposed stated amount of the Requested Letter of Credit is ; (iv) the beneficiary of the Requested Letter of Credit is: [insert name and address of beneficiary]; [and] (v) the conditions under which a drawing may be attached made under the Requested Letter of Credit are as follows: [.][;and] (vi) the Borrower hereby requests that ISP 3.14 not apply to the Requested Letter of Credit.]2 Attached hereto as Exhibit A is a consent to this requested [amendment] [modification] executed by the beneficiary of the Letter of Credit.3 [Upon the [issuance] [amendment] of the Letter of Credit by the LC Bank in response to this request, the Borrower shall be deemed to have represented and warranted that the applicable conditions to an issuance of a Letter of Credit that are specified in Section 3.02 of the Credit Agreement have been satisfied.]4 CONSTELLATION ENERGY GROUP, INC. By Name: Title: 2 Delete if not applicable. 3 Include this paragraph only if request is for modification or amendment of the Letter of Credit. 4 Include this paragraph only if request is for issuance or amendment to increase stated amount of a Letter of Credit. Bank of America, N.A., as administrative agent for the lenders parties to the Credit Agreement referred to below Mail Code: TX1-492-14-11 Bank of America Plaza 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 00000-0000 Fax: 000-000-0000 Attention: Xxxx X. Xxxxxx Ladies and that by the execution and delivery hereofGentlemen: The undersigned, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable Constellation Energy Group, Inc., refers to the undersigned is true Amended and correct both before and after giving effect to this Counterpart Restated Credit Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct dated as of such earlier date , (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereofamended, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand supplemented or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees modified from time to time, upon request of the “Credit Agreement”), among CONSTELLATION ENERGY GROUP, INC., a Maryland corporation (the “Borrower”), EXELON CORPORATION, a Pennsylvania corporation, the lenders parties thereto (together with their successors and assigns, the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), to take such additional actions as Swingline Lender and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated byLC Bank, and to carry out the intent ofhereby gives you notice, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changedirrevocably, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 2.03 of the Credit Agreement, that the undersigned hereby requests a Conversion under the Credit Agreement, and for all purposes thereof, in that connection sets forth below the notice address information relating to such Conversion (the “Proposed Conversion”) as required by Section 2.03 of the undersigned shall be the address as set forth on the signature page hereofCredit Agreement: 1. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability The Business Day of the remaining provisions or obligationsProposed Conversion is , or 20 . 2. The Type of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired therebyAdvances comprising the Proposed Conversion is [Base Rate Advances] [Eurodollar Advances]. 3. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFThe aggregate amount of the Proposed Conversion 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) is delivered pursuant to that certain Third Amended and Restated Credit Agreement, dated as of April 23, 2014 (as it may be amended, supplemented or otherwise modifiedFOR VALUE RECEIVED, the undersigned, EQUITY COMMONWEALTH, a real estate investment trust organized under the laws of Maryland (the “Credit AgreementBorrower”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energyhereby unconditionally promises to pay to or registered assigns (the “Lender”), Inc., as Borrower, certain Subsidiaries in care of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Xxxxx Fargo Bank, N.A.National Association, as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant , to Section 6.13 its address at 000 Xxxxxx Xxxxxx S., 00xx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other address as may be specified by the Administrative Agent to the Borrower, the aggregate unpaid principal amount of Bid Rate Loans made by the Lender to the Borrower under the Credit Agreement (defined below), on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to unpaid principal amount of each such Bid Rate Loan, at such office at the rates and on the dates provided in the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all Agreement. This Bid Rate Note is one of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth “Bid Rate Notes” referred to in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct dated as of such earlier date January 29, 2015 (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereofamended, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become duerestated, whether at stated maturity, by required prepayment, declaration, acceleration, demand supplemented or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees modified from time to time, upon request of the “Credit Agreement”), by and among the Borrower, the financial institutions party thereto and their assignees under Section 12.5. thereof, the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated byother parties thereto, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed evidences Bid Rate Loans made by the party (including, if applicable, any party required Lender thereunder. Terms used but not otherwise defined in this Bid Rate Note have the respective meanings assigned to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of this Bid Rate Note upon the occurrence of certain events and for prepayments of Bid Rate Loans upon the terms and conditions specified therein. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and for all purposes thereofno delay in exercising, any rights hereunder on the notice address part of the undersigned holder hereof shall be the address operate as set forth on the signature page hereofa waiver of such rights. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability Time is of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired therebyessence for this Bid Rate Note. THIS AGREEMENT BID RATE NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORKYORK APPLICABLE TO CONTRACTS EXECUTED, WITHOUT REGARD AND TO CONFLICT OF LAWS PRINCIPLES THEREOFBE FULLY PERFORMED, IN SUCH STATE.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTFOR VALUE RECEIVED, dated [ ] the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to TANGER PROPERTIES LIMITED PARTNERSHIP, a North Carolina limited partnership (this the “Counterpart AgreementBorrower”) by BANK OF AMERICA, N.A., in its capacity as the Administrative Agent under the Credit Agreement referenced herein (in such capacity and together with its successors and assigns as permitted under the Credit Agreement, the “Agent”) and the Lenders, as such term is delivered pursuant to defined in that certain Third Amended and Restated Liquidity Credit Agreement, Agreement dated as of April 23January 9, 2014 2018 (as it the same may be amended, restated, supplemented or otherwise modifiedmodified from time to time, the “Credit Agreement”; the capitalized terms defined therein used herein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, shall have the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant to Section 6.13 of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties meanings set forth in the Credit Agreement Agreement) among the Borrower, the Agent, and each other Loan Document such Lenders, the undersigned Guarantor (whether one or more the “Guarantor”, and applicable if more than one jointly and severally) hereby furnishes to the undersigned is true and correct both before and after giving effect to this Counterpart AgreementAgent, except to for the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as benefit of the date hereofAgent and Lenders, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably its amended and unconditionally restated guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(aGuaranteed Obligations (as hereinafter defined) as set forth herein; provided, that this Guaranty constitutes an amendment, restatement, and continuation of that certain Continuing Guaranty initially entered into by Guarantor and certain other parties in favor of the Bankruptcy Code, 11 U.S.C. § 362(a)) and Agent in accordance connection with Article VIII of the Replaced Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” Facility (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees have been from time to timetime amended, upon request restated, supplemented, or otherwise modified, the “Replaced Guaranty”) and does not constitute a novation, termination or release of or with respect to any of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged obligations or terminated, except by an instrument in writing signed indebtedness represented by the party (includingReplaced Guaranty. Now, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereoftherefore, the notice address of the undersigned shall be the address Guarantor agrees as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) 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 laws of the State of New York. This COUNTERPART AGREEMENTDM3\8972795.2 To: Signature Bank, dated [ ] as agent (this “Counterpart AgreementAgent”) is delivered pursuant to that certain Third Amended ), under the Loan and Restated Credit Security Agreement, dated as of April 23August 26, 2014 2022 (as it may be amended, restated, replaced, refinanced, modified or supplemented or otherwise modifiedfrom time to time, the “Credit Loan Agreement”; ), among Borrower, Guarantors, Agent and certain financial institutions as Lenders. Ladies and Gentlemen: Borrower refers to the Loan Agreement, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bankhereby gives you irrevocable notice of the Borrowing requested by the undersigned specified below: A. The amount of the requested Borrowing (which shall be in a minimum amount of $1,000,000, N.A., as Administrative Agent plus an increment of $1,000,000 in excess thereof) is $__________. B. The requested funding date (which must be a Business Day) of the proposed Borrowing is _______________ (the “Administrative AgentBorrowing Date”). Section 1. Pursuant C. The requested Borrowing is to Section 6.13 of be made as a (check one) _____ Base Rate Loan or _____ Benchmark Rate Loan. D. If the Credit Agreementrequested Borrowing is to be made as a Benchmark Rate Loan, the undersigned hereby: requested Interest Period (awhich shall be deemed to be one month if not specified) agrees is __________. Borrower hereby certifies that this Counterpart Agreement may be attached to the Credit Agreement and that by following statements are true on the execution and delivery date hereof, and will be true on the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct Borrowing Date, both before and after giving effect to this Counterpart Agreement, except the requested Borrowing and to the extent application of the proceeds therefrom: (a) No Default or Event of Default exists; (b) The representations and warranties of the Obligors in the Loan Documents are true and correct in all material respects (except that any such representation and warranty relates solely materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such credit extension, as though made on and as of such date (except for representations and warranties that expressly apply only on an earlier date, in which case such representation representations and warranty is warranties shall be true and correct as of such earlier date (if applicable to the undersigneddate);; and DM3\8972795.2 (c) certifies that no Default has occurred or is continuing as The aggregate outstanding principal amount of the date hereofObligations, or will result from together with the transactions contemplated hereby aggregate outstanding principal amount of all other Senior Notes Permitted Debt, if any, do not exceed the “First Priority Cap Amount” under (and as defined in) the Senior Notes Indenture (as in effect on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature (as defined in the Credit Agreement) or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System (as defined in the Credit 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 in accordance with, the law of the State of New York. This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) is delivered pursuant to that certain Third Amended and Restated Credit Agreement, dated as of April 23, 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 00 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Facsimile: Re: PAPA JOHN’S INTERNATIONAL, INC. [Date]5 Ladies and Gentlemen: Reference is hereby made to the Credit Agreement dated as of August 30, 2017 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Papa John’s International, Inc. (the “Borrower”), the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). . Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. In accordance with Section 1. Pursuant to Section 6.13 2.23 of the Credit Agreement, the undersigned hereby: hereby requests [(a)] an extension of the [insert applicable Class] Maturity Date from [____] to [____][, (b) agrees the Applicable Rate to be applied in determining the interest payable on [insert applicable Class] Loans of[, and fees payable under the Credit Agreement to,] Consenting Lenders in respect of that this Counterpart portion of their [[insert applicable Class] Loans] extended to the new Maturity Date to be [__]%, which changes shall be effective as of [●______ and (c) the amendments to the terms of the Credit Agreement may set forth below, which amendments will become effective on [____]:] [Insert amendments to Credit Agreement, if any] 5 To be attached delivered no less than 30 days from the then existing Maturity Date for the applicable Class. Very truly yours, PAPA JOHN’S INTERNATIONAL, INC., as Borrower By: Name: Title: JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 00 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Facsimile: Re: PAPA JOHN’S INTERNATIONAL, INC. Ladies and Gentlemen: Reference is hereby made to the Credit Agreement and that by dated as of August 30, 2017 (as the execution and delivery hereofsame may be amended, restated, supplemented or otherwise modified from time to time, the undersigned becomes “Credit Agreement”), among Papa John’s International, Inc. (the “Borrower”), the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not 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 Guarantor Borrowing under the Credit Agreement Agreement, and agrees in that connection the Borrower specifies the following information with respect to such Borrowing requested hereby: 1. Aggregate principal amount and Agreed Currency of Borrowing:6 __________ 0. Xxxx of Borrowing (which shall be a Business Day): __________ 3. Type and Class of Borrowing (ABR or Eurocurrency and Revolving or Term Loan): __________ 4. Interest Period and the last day thereof (if a Eurocurrency Borrowing):7 __________ 5. Location and number of the Borrower’s account or any other account agreed upon by the Administrative Agent and the Borrower to which proceeds of Borrowing are to be bound by all disbursed: __________ 6 Not less than applicable amounts specified in Section 2.02(c). 7 Which must comply with the definition of “Interest Period” and end not later than the terms thereof; (b) applicable Maturity Date. The undersigned hereby represents and warrants that each the conditions to lending specified in Section[s] [4.01 and]8 4.02 of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing are satisfied as of the date hereof. Very truly yours, or will result from PAPA JOHN’S INTERNATIONAL, INC., as the transactions contemplated hereby Borrower By: Name: Title: 8 To be included only for Borrowings on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become dueEffective Date. JPMorgan Chase Bank, whether at stated maturityN.A., by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but as Administrative Agent for the operation of the automatic stay under Section 362(a) of the Bankruptcy CodeLenders referred to below 00 Xxxxx Xxxxxxxx Xxxxxxx, 11 U.S.C. § 362(a)) Xxxxxxxx 00000 Attention: Facsimile: Re: PAPA JOHN’S INTERNATIONAL, INC. Ladies and in accordance with Article VIII of Gentlemen: Reference is hereby made to the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security AgreementAgreement dated as of August 30, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” 2017 (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees amended, restated, supplemented or otherwise modified from time to time, upon request of the “Credit Agreement”), among Papa John’s International, Inc. (the “Borrower”), the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent, ”). Capitalized terms used but not defined herein shall have the meanings assigned to take such additional actions and to execute and deliver such additional documents and instruments as terms in the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Credit Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any The Borrower hereby gives you notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 2.08 of the Credit Agreement that it requests to [convert][continue] an existing Borrowing under the Credit Agreement, and for all purposes thereofin that connection the Borrower specifies the following information with respect to such [conversion][continuation] requested hereby: 1. List date, the notice address Type, Class, principal amount, Agreed Currency and Interest Period (if applicable) of the undersigned existing Borrowing: __________ 2. Aggregate principal amount of resulting Borrowing: __________ 3. Effective date of interest election (which shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.a Business Day): __________

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 1 Select applicable bracketed text. 2 To be included only if required pursuant to Section 10.04(10)(d) of the Credit Agreement. 3 Select applicable bracketed text. 4 Applicable to Non-Debt Fund Affiliates only if required pursuant to Section 10.04(10)(d) of the Credit Agreement. Clause (a) applies to Non-Debt Fund Affiliates that are Assignees. Clause (b) applies to Non-Debt Fund Affiliates that are Assignors. 5 To be included only if required pursuant to Section 10.04(14)(e) of the Credit Agreement. together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by any Electronic System telecopy or electronically 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 New York. This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) Reference is delivered pursuant made to that certain Third Amended and Restated the Second Lien Term Loan Credit Agreement, dated as of April 23February 3, 2014 2017 (as it may be amended, amended and restated, supplemented or and/or otherwise modifiedmodified from time to time, the “Credit Agreement”; ), among BJ’S WHOLESALE CLUB, INC., a Delaware corporation (the “Borrower”), BEACON HOLDING INC., a Delaware corporation (“Holdings”), the Lenders party thereto from time to time and JEFFERIES FINANCE LLC, as Administrative Agent and as Collateral Agent. Capitalized terms defined therein used herein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, have the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (meanings specified in the “Administrative Agent”). Section 1Credit Agreement. Pursuant to the provisions of Section 6.13 2.14(5)(c) of the Credit Agreement, the undersigned hereby: hereby certifies that (ai) agrees that it is the sole record and beneficial owner of the Term Loan(s) (as well as any Note(s) evidencing such Term Loan(s)) in respect of which it is providing this Counterpart Agreement may be attached 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 the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Credit Agreement Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and that by the execution and delivery hereofBorrower 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 becomes agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a Guarantor under properly completed and currently effective certificate in either the Credit Agreement and agrees calendar year in which each payment is to be bound by all made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms thereof; (b) represents and warrants that each of the representations and warranties set forth defined in the Credit Agreement and each other Loan Document and applicable used herein shall have the meanings given to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, them in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached . [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Reference is made to the Security Second Lien Term Loan Credit Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions dated as of the Security Agreement as if it were an original signatory theretoFebruary 3, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” 2017 (as such term is defined in the Security Agreement) of the undersignedamended, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest amended and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees restated, supplemented and/or otherwise modified from time to time, upon request of the Administrative Agent“Credit Agreement”), among BJ’S WHOLESALE CLUB, INC., a Delaware corporation (the “Borrower”), BEACON HOLDING INC., a Delaware corporation (“Holdings”), the Lenders party thereto from time to take such additional actions time and to execute and deliver such additional documents and instruments JEFFERIES FINANCE LLC, as the Administrative Agent may reasonably request and as Collateral Agent. Pursuant to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance provisions of this Counterpart AgreementSection 2.14(5)(c) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and for all purposes thereofbeneficial 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 the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the 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 or W-8BEN-E. By executing this certificate, the notice address of undersigned agrees that (1) if the information provided on 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 be made to the address 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. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Reference is made to the Second Lien Term Loan Credit Agreement, dated as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalidof February 3, illegal or unenforceable in any jurisdiction2017 (as amended, amended and restated, supplemented and/or otherwise modified from time to time, the validity“Credit Agreement”), legality among BJ’S WHOLESALE CLUB, INC., a Delaware corporation (the “Borrower”), BEACON HOLDING INC., a Delaware corporation (“Holdings”), the Lenders party thereto from time to time and enforceability JEFFERIES FINANCE LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Credit Agreement. Pursuant to the provisions of Section 2.14(5)(c) of the remaining provisions 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 obligationsindirect 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 the 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 the 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 or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E 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 on 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. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Reference is made to the Second Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, amended and restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”), among BJ’S WHOLESALE CLUB, INC., a Delaware corporation (the “Borrower”), BEACON HOLDING INC., a Delaware corporation (“Holdings”), the Lenders party thereto from time to time and JEFFERIES FINANCE LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Credit Agreement. Pursuant to the provisions of Section 2.14(5)(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Term Loan(s) (as well as any Note(s) evidencing such Term 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 provision Term Loan(s) (as well as any Note(s) evidencing such Term Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or obligation in any other jurisdictionLoan 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 the 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 the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower 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 or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E 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 on this certificate changes, the undersigned shall not promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in any way either the calendar year in which each payment is to be affected made to the undersigned, or impaired therebyin 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. [NAME OF LENDER] By: Name: Title: Date: __, 20[ ] THIS AGREEMENT SHALL NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE GOVERNED BY, TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS PROVISIONS OF THE STATE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF NEW YORKTHIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $ Xxx Xxxx, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.Xxx Xxxx ,00

General Provisions. The Administrative Agent shall be under no obligation to determine whether the Assignee is an Eligible Assignee or a Disqualified Person and shall have no responsibility for monitoring or enforcing the requirement that only Eligible Assignees shall be Lenders. 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 laws of the State of New York. This COUNTERPART AGREEMENT, dated [ ] CERTIFICATE REGARDING NON-BANK STATUS (this “Counterpart Agreement”For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is delivered pursuant hereby made to that certain Third the Second Amended and Restated Revolving Credit and Guaranty Agreement, dated as of April 23February 17, 2014 2016 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx EnergyCIT GROUP INC., Inc., as a Delaware corporation (“Borrower”), certain Subsidiaries subsidiaries of Borrower, as Guarantors, the Lenders party thereto, thereto from time to time and JPMorgan Chase BankBANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”). Section 1and L/C Issuer. Pursuant to the provisions of Section 6.13 2.16(e) of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) hereby certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that 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 counterpart may also be attached to the Security Agreementcertificate, (ii) agrees that the undersigned will comply with all the terms and conditions it is not a “bank” as such term is used in Section 881(c)(3)(A) of the Security Agreement as if it were an original signatory theretoInternal Revenue Code, (iii) grants to it is not a ten percent shareholder of Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, (iv) it is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) no payments in connection with the Credit Documents are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and Borrower with a certificate of its Non-U.S. person status on Internal Revenue Service Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower and the Administrative Agent in writing and (2) the undersigned shall furnish Borrower and the Administrative Agent a security interest properly completed and currently effective certificate in all of either the undersigned’s right, title and interest calendar year in and which payment is to all “Collateral” (as such term is defined in be made by Borrower or the Security Agreement) of Administrative Agent to the undersigned, in each case whether now or hereafter existing or in which either of the undersigned now has or hereafter acquires an interest two calendar years preceding such payment. [NAME OF LENDER] By: Name: Title: CERTIFICATE REGARDING NON-BANK STATUS (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and wherever the same Restated Revolving Credit and Guaranty Agreement, dated as of February 17, 2016 (as it may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of amended, supplemented or otherwise modified, the “Collateral” and hereafter subject to each of Credit Agreement”; the terms defined therein and conditions not otherwise defined herein being used herein as therein defined), by and among CIT GROUP INC., a Delaware corporation (“Borrower”), certain subsidiaries of Borrower, as Guarantors, the Security Agreement. Section 2. The undersigned agrees Lenders party thereto from time to timetime and BANK OF AMERICA, upon request of the Administrative AgentN.A., to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request and L/C Issuer. Pursuant to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance provisions of this Counterpart AgreementSection 2.16(e) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and 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 direct partners/members, or in the case of direct partners/members that are partnerships or disregarded entities for all purposes thereofU.S. federal income tax purposes, its applicable indirect partners/members (such direct partners/members and/or applicable indirect partners/members, the notice address “applicable partners/members”) are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any of its applicable partners/members claiming the portfolio interest exemption is a bank (or any partners/members through which the applicable partners/members own indirect interest in the undersigned) within the meaning of Section 881(c)(3)(A) of Internal Revenue Code, (iv) none of its applicable partners/members claiming the portfolio interest exemption is a ten percent shareholder of Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, (v) none of its applicable partners/members claiming the portfolio interest exemption is a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) no payments in connection with the Credit Documents are effectively connected with the undersigned’s or its applicable partners/members’ deemed conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and Borrower with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BENE (or W-8BEN, as applicable) from each of its applicable partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished Borrower and the Administrative Agent in writing with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the address undersigned, or in either of the two calendar years preceding such payments. [NAME OF LENDER] By: Name: Title: CERTIFICATE REGARDING NON-BANK STATUS (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Revolving Credit and Guaranty Agreement, dated as set forth on the signature page hereof. In case any provision in of February 17, 2016 (as it may be amended, supplemented or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdictionotherwise modified, the validity“Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), legality by and enforceability among CIT GROUP INC., a Delaware corporation (“Borrower”), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer. Pursuant to the provisions of Section 2.16(e) of the remaining provisions 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, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, (iv) it is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) no payments in connection with the Credit Documents are effectively connected with the undersigned’s conduct of a U.S. trade or obligationsbusiness. The undersigned has furnished its participating Non-U.S. Lender with a certificate of its Non-U.S. person status on Internal Revenue Service Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Non-U.S. Lender in writing and (2) the undersigned shall have at all times furnished such Non-U.S. 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. [NAME OF PARTICIPANT] By: Name: Title: CERTIFICATE REGARDING NON-BANK STATUS (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Revolving Credit and Guaranty Agreement, dated as of February 17, 2016 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by the among CIT GROUP INC., a Delaware corporation (“Borrower”), certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer. Pursuant to the provisions of Section 2.16(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 partners/members, or in the case of direct partners/members that are partnerships or disregarded entities for U.S. federal income tax purposes, its applicable indirect partners/members (such direct partners/members and/or applicable indirect partners/members, the “applicable partners/members”) are the sole beneficial owners of such provision participation, (iii) neither the undersigned nor any of its applicable partners/members (or obligation any partners/members through which the applicable partners/members own indirect interest in any other jurisdictionthe undersigned) claiming the portfolio interest exemption is a bank within the meaning of Section 881(c)(3)(A) of Internal Revenue Code, (iv) none of its applicable partners/members claiming the portfolio interest exemption is a ten percent shareholder of Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, (v) none of its applicable partners/members claiming the portfolio interest exemption is a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) no payments in connection with the Credit Documents are effectively connected with the undersigned’s or its applicable partners/members’ deemed conduct of a U.S. trade or business. The undersigned has furnished its participating Non-U.S. Lender with Internal Revenue Service Form W-81MY accompanied by an Internal Revenue Service Form W-8BEN-E (or W-8BEN, as applicable) from each of its applicable partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall not promptly so inform such Non-U.S. Lender in any way writing and (2) the undersigned shall have at all times furnished such Non-U.S. Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be affected made to the undersigned, or impaired therebyin either of the two calendar years preceding such payments. THIS AGREEMENT SHALL BE GOVERNED BY[NAME OF PARTICIPANT] By: Name: Title: To: Bank of America, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITHN.A., THE INTERNAL LAWS OF THE STATE OF NEW YORKas Administrative Agent and L/C Issuer, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFthe Arrangers, the Other Agents and the Lenders party to the Credit Agreement referred to below.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTXxxxx Fargo Bank, dated [ ] National Association as administrative agent for the Lenders referred to below 000 Xxxx X.X. Xxxxxx Blvd. Charlotte, NC 28262 MAC D1109-019 Attention: Xxxxx Xxxxxxxxx Email: XxxxxxXxxxxxxx.Xxxxxxxx@xxxxxxxxxx.xxx and Xxxxx.Xxxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Oncor Electric Delivery Company LLC (this the “Counterpart AgreementBorrower”) is delivered pursuant ), refers to that certain Third Amended and Restated the Term Loan Credit Agreement, dated as of April March 23, 2014 2020 (as it may hereafter be amended, supplemented amended and restated, modified, extended or otherwise modifiedrestated from time to time, the “Credit Agreement”; ), among the Borrower, the lenders party thereto (the “Lenders”), and Xxxxx Fargo Bank, National Association, as administrative agent for the Lenders. Capitalized terms defined therein used herein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries shall have the meanings assigned to such terms in the Agreement. The Borrower hereby gives you notice pursuant to Section 2.03(a) of Borrower, as Guarantors, the Lenders party theretoAgreement that it requests a Borrowing during the Funding Availability Period under the Agreement, and JPMorgan Chase Bank, N.A., as Administrative Agent (in that connection sets forth below the “Administrative Agent”). Section 1. Pursuant terms on which such Borrowing is requested to Section 6.13 of the Credit Agreement, the undersigned herebybe made: (aA) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes Date of Borrowing (which is a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof;Business Day) (bB) represents and warrants that each Principal amount of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned);Borrowing (cC) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof;Interest rate basis1 (dD) agrees to irrevocably Interest Period and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.last day thereof2

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System facsimile 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 New York. This COUNTERPART AGREEMENTJPMorgan Chase Bank, dated [ ] N.A., as Administrative Agent, and the Lenders that are parties to the Credit Agreement referred to below 0000 Xxxxxx Xx., 10th Floor Houston, TX 77002 Attention: Utilities Department North American Finance Group Ladies and Gentlemen: The undersigned, Exelon Generation Company, LLC (this the “Counterpart AgreementBorrower”) is delivered pursuant ), refers to that certain Third Amended and Restated the Credit Agreement, dated as of April March 23, 2014 (2011, as it may be amended, supplemented or otherwise modified, among the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, modified or supplemented from time to time, the “Administrative AgentCredit Agreement”). Section 1. Pursuant , and hereby gives you notice, irrevocably, pursuant to Section 6.13 2.02(a) of the Credit Agreement that the undersigned 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 2.02(a) of the Credit Agreement, the undersigned hereby: (ai) agrees The Business Day of the Proposed Borrowing is , 20 . (ii) The Type of Advances to be made in connection with the Proposed Borrowing is [Base Rate Advances] [Eurodollar Advances]. (iii) The aggregate amount of the Proposed Borrowing is $ . (iv) The Interest Period for each Eurodollar Advance made as part of the Proposed Borrowing is [ month[s]]. The undersigned hereby certifies that this Counterpart Agreement may the following statements are true on the date hereof, and will be attached to true on the date of the Proposed Borrowing: (A) the representations and warranties of the undersigned contained in Section 4.01 of the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of excluding the representations and warranties set forth in Section 4.01(e) and the first sentence of Section 4.01(f) of the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both Agreement) are correct, before and after giving effect to this Counterpart Agreement, except the Proposed Borrowing and to the extent that any such representation application of the proceeds therefrom, as though made on and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned)date; (cB) no event has occurred and is continuing, or would result from the Proposed Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or Unmatured Event of Default; and (C) after giving effect to the Proposed Borrowing, the undersigned will not have exceeded any limitation on its ability to incur indebtedness (including any limitation imposed by any governmental or regulatory authority). Very truly yours, EXELON GENERATION COMPANY, LLC By: Name: Title: JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement referred to below Ladies/Gentlemen: Please refer to the Credit Agreement dated as of March 23, 2011, as amended, among Exelon Generation Company, LLC, as borrower (the “Borrower”), various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, modified, extended or restated from time to time, the “Credit Agreement”). Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement. In accordance with Section 2.18 of the Credit Agreement, the Borrower hereby requests an increase in the Aggregate Commitment Amount from $ to $ . Such increase shall be made by [increasing the Commitment Amount of from $ to $ ] [adding as a Lender under the Credit Agreement with a Commitment Amount of $ ] as set forth in the letter attached hereto. Such increase shall be effective three Business Days after the date that the Administrative Agent accepts the letter attached hereto or such other date as is agreed among the Borrower, the Administrative Agent and the [increasing] [new] Lender. The Borrower certifies that (A) the representations and warranties contained in Section 4.01 of the Credit Agreement will be correct on the date of the increase requested hereby, before and after giving effect to such increase, as though made on and as of such date; and (B) no Default event has occurred and is continuing, or is shall have occurred and be continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay increase requested hereby, that constitutes an Event of Default or Unmatured Event of Default. Very truly yours, EXELON GENERATION COMPANY, LLC By: Name: Its: JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement referred to below Ladies/Gentlemen: Please refer to the letter dated , 20 from Exelon Generation Company, LLC (the “Borrower”) requesting an increase in the Aggregate Commitment Amount from $ to $ pursuant to Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII 2.18 of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to Agreement dated as of March 23, 2011, as amended, among the Security AgreementBorrower, (ii) agrees that the undersigned will comply with all the terms various financial institutions and conditions of the Security Agreement JPMorgan Chase Bank, N.A., as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersignedamended, in each case whether now modified, extended or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees restated from time to time, upon request the “Credit Agreement”). Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement. The undersigned hereby confirms that it has agreed to increase its Commitment Amount under the Credit Agreement from $ to $ effective on the date which is three Business Days after the acceptance hereof by the Administrative Agent or on such other date as may be agreed among the Borrower, the Administrative Agent and the undersigned. Very truly yours, [NAME OF INCREASING LENDER] By: Title: Accepted as of , 20 JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement referred to below Ladies/Gentlemen: Please refer to the letter dated , 20 from Exelon Generation Company, LLC (the “Borrower”) requesting an increase in the Aggregate Commitment Amount from $ to $ pursuant to Section 2.18 of the Credit Agreement dated as of March 23, 2011, as amended, among the Borrower, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative AgentAgent (as amended, modified, extended or restated from time to take time, the “Credit Agreement”). Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement. The undersigned hereby confirms that it has agreed to become a Lender under the Credit Agreement with a Commitment Amount of $ effective on the date which is three Business Days after the acceptance hereof, and consent hereto, by the Administrative Agent or on such additional actions other date as may be agreed among the Borrower, the Administrative Agent and the undersigned. The undersigned (a) acknowledges that it has received a copy of the Credit Agreement and the Schedules and Exhibits thereto, together with copies of the most recent financial statements delivered by the Borrower pursuant to the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to become a Lender under the Credit Agreement; and (b) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Credit Agreement. The undersigned represents and warrants that (i) it is duly organized and existing and it has full power and authority to take, and has taken, all action necessary to execute and deliver this letter and to become a Lender under the Credit Agreement; and (ii) no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution and delivery of this letter and the performance of its obligations as a Lender under the Credit Agreement. The undersigned agrees to execute and deliver such additional documents other instruments, and instruments take such other actions, as the Administrative Agent may reasonably request to effect in connection with the transactions contemplated byby this letter. The following administrative details apply to the undersigned: (A) Notice Address: Legal name: Address: Attention: Telephone: ( ) Facsimile: ( ) (B) Payment Instructions: Account No.: At: Reference: Attention: The undersigned acknowledges and agrees that, on the date on which the undersigned becomes a Lender under the Credit Agreement as set forth in the second paragraph hereof, the undersigned will be bound by the terms of the Credit Agreement as fully and to carry out the intent of, this Counterpart same extent as if the undersigned were an original Lender under the Credit Agreement. Neither this Counterpart Agreement nor any term hereof may be changedVery truly yours, waived[NAME OF NEW LENDER] By: Title: Accepted as of , discharged 20 JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: Pursuant to the Credit Agreement, dated as of March 23, 2011, as amended, among Exelon Generation Company, LLC (the “Borrower”), various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, modified or terminatedsupplemented from time to time, except by an instrument in writing signed by the party (including“Credit Agreement”), if applicablethe undersigned, any party required to evidence its consent to or acceptance being of this Counterpart Agreement) against whom enforcement the Borrower, hereby certifies on behalf of such change, waiver, discharge or termination is soughtthe Borrower as follows: 1. Any notice or other communication herein required or permitted to be given shall be given [Delivered] [Posted concurrently]* herewith are the financial statements prepared pursuant to Section 11.01 5.01(b)[(ii)/(iii)] of the Credit Agreement for the fiscal ended , 20 . All such financial statements comply with the applicable requirements of the Credit Agreement. * Applicable language to be used based on method of delivery. 2. Schedule I hereto sets forth in reasonable detail the information and calculations necessary to establish the Borrower’s compliance with the provisions of Section 5.02(c) of the Credit Agreement as of the end of the fiscal period referred to in paragraph 1 above. 3. (Check one and only one:) ¨ No Event of Default or Unmatured Event of Default has occurred and is continuing. ¨ An Event of Default or Unmatured Event of Default has occurred and is continuing, and for all purposes thereof, the notice address document(s) attached hereto as Schedule II specify in detail the nature and period of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or existence of such provision Event of Default or obligation in Unmatured Event of Default as well as any other jurisdiction, shall not in any way and all actions with respect thereto taken or contemplated to be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFtaken by the Borrower.

General Provisions. This Assignment (a) Except as herein expressly amended, the Financing Agreement and Assumption all other agreements, documents, instruments and certificates executed in connection therewith, are ratified and confirmed in all respects and shall remain in full force and effect in accordance with their respective terms. (b) All references to the Financing Agreement in the Financing Agreement shall mean the Financing Agreement as amended as of the effective date hereof, and as amended hereby and as hereafter amended, supplemented and modified from time to time. (c) In consideration of the willingness of the Lenders to enter into this Amendment and to consummate the transactions contemplated to occur hereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower irrevocably agrees to pay in cash to the Agent, for the ratable benefit of the Lenders, a non-refundable accommodation fee in the amount of $300,000. Such accommodation fee shall be binding upondeemed to be fully earned on the date of this Amendment and shall be paid in three equal and consecutive monthly installments of $100,000 each, the first of which shall be due on the earlier to occur of (i) March 31, 2002 and (ii) the date on which both the outstanding principal balance of the Term Loan, and inure that portion of the outstanding principal balance of the Revolving Loans consisting of advances against Eligible Inventory used or to be used in the Motor Sports Division, shall have been paid and satisfied in full, and reduced to zero, respectively, and the second and third of which shall be due on the last day of the first month and second month, respectively, following the month during which the earlier of the dates set forth in clauses (i) and (ii) hereof shall have occurred. (d) The Borrower hereby authorizes the Agent to charge the Borrower's loan account with the amount of each installment of the fee set forth in clause (c) above as and when such installments becomes payable. (e) The Borrower hereby acknowledges and agrees that each fee payable by the Borrower to the benefit ofAgent or the Lenders pursuant to this Amendment or pursuant to any other Loan Document constitutes an Obligation. (f) The Borrower agrees to deliver to the Agent and the Lenders as soon as possible, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterpartsevent no later than December 7, which together shall constitute one instrument. Acceptance and adoption 2001, a copy of the terms of this Assignment definitive engagement agreement, as executed, between the Borrower and Assumption Stone Ridge Partners. (g) The Borrower agrees to cooperate fully with the Agent and the Lenders in connection with the perfection by the Assignee and Agent, for the Assignor by Electronic Signature or delivery benefit of an executed counterpart the Lenders, of a signature page first priority security interest in all personal property of this Assignment and Assumption by the Borrower, including without limitation any Electronic System shall be effective as delivery goods of the Borrower in the possession of a manually executed counterpart vendor, warehouseman, lessor or other bailee of this Assignment and Assumption. the Borrower. (h) This Assignment and Assumption Amendment shall be governed by, by and construed in accordance with, with the law internal laws of the State of New York. This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) is delivered pursuant to that certain Third Amended and Restated Credit Agreement, dated as of April 23, 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant to Section 6.13 of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached without regard to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all conflicts of the terms law principals thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTEXHIBIT 2.06 FORM OF PROMISSORY NOTE _____________, dated [ ] 200__ WEATHERFORD INTERNATIONAL LTD., a Bermuda exempted company (this “Counterpart Agreement”) is delivered pursuant the "Borroxxx"), xxx value received, promises and agrees to that certain Third Amended and Restated pay to ____________________________________ (the "Lender"), or order, at the principal office of JPMorgan Chase Bank, as Administrative Agent, at One Chase Manhattan Plaza, New York, New York 10081, the principal sum xx xxxx Xxxxxx'x Xxxxxxxxxx, xx xxxx xxxxxx xxxxxx as shall equal the aggregate unpaid principal amount of the Loans owed to the Lender under the Credit Agreement, as hereafter defined, in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount as provided in the Credit Agreement for such Loans, at such office, in like money and funds, for the period commencing on the date of each such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. This note evidences the Loans owed to the Lender under that certain Credit Agreement dated as of April 23May 14, 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined)2003, by and among Xxxxxxx Xxxxxxxx Energythe Borrower, Weatherford International, Inc., a Delaware corporation (the "Guarantox"), XXXxxxan Chase Bank, individually and as Administrative Agent and the other financial institutions parties thereto (including the Lender) (such Credit Agreement, together with all amendments or supplements thereto, being the "Credit Agreement"), and shall be governed by the Credit Agreement. Capitalized terms used in this note and not defined in this note, but which are defined in the Credit Agreement, have the respective meanings herein as are assigned to them in the Credit Agreement. The Lender is hereby authorized by the Borrower to endorse on Schedule A (or a continuation thereof) attached to this note, the Type of each Loan owed to the Lender, the amount and date of each payment or prepayment of principal of each such Loan received by the Lender and the Interest Periods and interest rates applicable to each Loan, provided that any failure by the Lender to make any such endorsement shall not affect the obligations of the Borrower under the Credit Agreement or under this note in respect of such Loans. This note may be held by the Lender for the account of its applicable lending office and, except as otherwise provided in the Credit Agreement, may be transferred from one lending office of the Lender to another lending office of the Lender from time to time as the Lender may determine. Except only for any notices which are specifically required by the Credit Agreement, the Borrower and any and all co-makers, endorsers, guarantors and sureties severally waive notice (including but not limited to notice of intent to accelerate and notice of acceleration, notice of protest and notice of dishonor), demand, presentment for payment, protest, diligence in collecting and the filing of suit for the purpose of fixing liability, and consent that the time of payment hereof may be extended and re-extended from time to time without notice to any of them. Each such person agrees that his, her or its liability on or with respect to this note shall not be affected by any release of or change in any guaranty or security at any time existing or by any failure to perfect or maintain perfection of any lien against or security interest in any such security or the partial or complete unenforceability of any guaranty or other surety obligation, in each case in whole or in part, with or without notice and before or after maturity. The Credit Agreement provides for the acceleration of the maturity of this note upon the occurrence of certain events and for prepayment of Loans upon the terms and conditions specified therein. Reference is made to the Credit Agreement for all other pertinent purposes. This note is issued pursuant to and is entitled to the benefits of the Credit Agreement, including, without limitation, the Guaranty of the Guarantor contained in Article XI of the Credit Agreement. This note shall be construed in accordance with and be governed by the law of the State of New York and the United States of America from time to time in effect. WEATHERFORD INTERNATIONAL LTD. Xx: ----------------------------- Name: ----------------------------- Title: ----------------------------- The COMMON SEAL of ) Weatherford International Ltd. ) was hereunto affixed ) xx xxe presents of: ) ------------------------------------ Name ------------------------------------ Title SCHEDULE A TO PROMISSORY NOTE This note evidences the Loans owed to the Lender under the Credit Agreement, in the principal amount set forth below and the applicable Interest Periods and rates for each such Loan, subject to the payments of principal set forth below: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL AND INTEREST Amount of Principal Notation Interest Principal Paid or Balance of Made Date Period Rate Amount of Loan Prepaid Interest Paid Loans by ---- -------- ---- -------------- --------- ------------- ---------- -------- EXHIBIT 7.01 FORM OF COMPLIANCE CERTIFICATE The undersigned hereby certifies that such officer is the __________________________ of Weatherford International Ltd., a Bermuda exempted company (the "Borroxxx"), xxx that such officer is authorized to execute this certificate on behalf of the Borrower pursuant to the Credit Agreement (the "Credit Agreement") dated as of May 14, 2003 (as restated, amended, modified, supplemented and in effect from time to time, the "Credit Agreement"), among the Borrower, certain Subsidiaries of BorrowerWeatherford International, as GuarantorsInc., a Delaware corporation (the Lenders party thereto"Guarantox"), xxx Xxnders and JPMorgan Chase Bank, N.A., as Administrative Agent (Agent; and that a review of the “Administrative Agent”). Section 1. Pursuant Borrower and the Guarantor have been made under such officer's supervision with a view to Section 6.13 determining whether the Borrower and the Guarantor have fulfilled all of their respective obligations under the Credit Agreement, the undersigned hereby:Notes and the other Loan Documents; and on behalf of the Borrower further certifies, represents and warrants that to the knowledge of such officer, after due inquiry (each capitalized term used herein having the same meaning given to it in the Credit Agreement unless otherwise specified): (a) agrees that this Counterpart Agreement may be attached to The Borrower and the Credit Agreement and that by the execution and delivery hereofGuarantor have fulfilled, the undersigned becomes a Guarantor in all material respects, their respective obligations under the Credit Agreement Agreement, the Notes and agrees to be bound by all of the terms thereof;other Loan Documents. (b) represents and warrants that each of the The representations and warranties set forth made in the Credit Agreement and each other Loan Document and applicable to the undersigned is are true and correct both before in all material respects on and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (the time of delivery hereof, with the same force and effect as if applicable to made on and as of the undersigned);time of delivery hereof. (c) certifies that no Default has occurred or is continuing as The financial statements delivered to the Administrative Agent concurrently with this Compliance Certificate have been prepared in accordance with GAAP consistently followed throughout the period indicated and fairly present the financial condition and results of operations of the date hereofapplicable Persons as at the end of, or will result and for, the period indicated (subject, in the case of quarterly financial statements, to the absence of footnotes and normal changes resulting from the transactions contemplated hereby on the date hereof;year-end adjustments). (d) agrees to irrevocably No Default or Event of Default has occurred and unconditionally guaranty is continuing. In this regard, the due compliance with the provisions of Sections 8.04 and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII 8.06 of the Credit Agreement; andAgreement (or if any Default or Event of Default does exist, attached is a description of such event) is as follows: (e) (i) agrees that this counterpart may also be attached to Section 8.04(b) - Indebtedness of Foreign Subsidiaries Actual Required ------ -------- (1) Not more than 12% of the Security Agreement, Borrower's Net Worth. (ii) agrees that the undersigned will comply with all the terms and conditions Section 8.04(c) - Indebtedness of the Security Agreement as if it were an original signatory thereto, Domestic Subsidiaries Actual Required ------ -------- (iii) grants Section 8.06(a) - Consolidated Indebtedness to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and Total Capitalization Actual Required ------ -------- (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security AgreementSection 8.06(b) - Interest Coverage Ratio Actual Required ------ -------- DATED as of _____________________. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS -------------------------------- [SIGNATURE OF AUTHORIZED OFFICER OF THE STATE OF NEW YORKBORROWER] 102 SCHEDULE 1.01 LENDERS JPMorgan Chase Bank Bank One, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.NA ABN AMRO Bank, N.V. Wells Fargo Bank Texas, N.A. The Bank of Nova Scotia Wachovia Bank, Xxxxxnal Association SunTrust Bank Royal Bank of Canada Deutsche Bank AG New York Branch The Royal Bank of Scotland plc Morgan Stanley Bank The Bank of Tokyo-Mitsubishi, Ltd. Nordea Bank Nxxxx XSX Xxx norske Bank ASA Scotiabanc Inc. Standard Chartered Bank 103 SCHEDULE 2.01

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. 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 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 New York. This COUNTERPART AGREEMENTTable of Contents , dated [ ] (this “Counterpart Agreement”) 20 DNB Bank ASA, New York Branch, as Administrative Agent 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxxx/CSD Loans E-mail: xxxxxxxxxx@xxx.xx Each Lender party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is delivered pursuant made to that certain Third Amended and Restated Credit Loan Agreement, dated as of April 23November 1, 2014 2017 (as it may be amended, restated, replaced, supplemented or otherwise modifiedmodified 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 Xxxxxxx Xxxxxxxx EnergyThe Xxxxxx Companies, Inc., as a Delaware corporation (the “Borrower”), certain Subsidiaries of BorrowerDNB Bank ASA, New York Branch, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent administrative agent (the “Administrative Agent”). Section 1, and each lender from time to time party thereto (the “Lenders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Pursuant to Section 6.13 5.01(c) of the Credit Agreement, the undersigned herebyhereby certifies, in the capacity set forth below and not in any individual capacity, to the Administrative Agent and the Lenders as follows: (a) agrees that this Counterpart Agreement may be attached to I am the duly elected [Chief Financial Officer]1 of the Borrower. (b) I am familiar with the terms of the Credit Agreement and that by the execution other Loan Documents, and delivery hereofI have made, the undersigned becomes a Guarantor under the Credit Agreement and agrees or have caused to be bound by all made under my supervision, a review in reasonable detail of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to Borrower and its Subsidiaries during the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed accounting period covered by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFattached 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment Assignment. THIS 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. JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxxxxxx Xx. 3/Ops2 Newark, DE 19713 Attn: [Xxxxxx Xxxx] Ladies and Assumption. This Assignment and Assumption shall be governed byGentlemen: The undersigned, and construed in accordance withNEPTUNE XXXXX CORP., a Delaware corporation (the law of the State of New York. This COUNTERPART AGREEMENT“Borrower”), dated [ ] (this “Counterpart Agreement”) is delivered pursuant refers to that certain Third Amended and Restated Credit Agreement, dated as of April 23October [·], 2014 2015 (as it may be amended, restated, replaced, refinanced, supplemented or otherwise modifiedmodified 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 Xxxxxxx Xxxxxxxx Energy, Inc., as the Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (including any successor thereto, the “Administrative Agent”) for the Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (Security Agent. Capitalized terms used herein and not otherwise defined herein shall have the “Administrative Agent”). Section 1meanings assigned to such terms in the Credit Agreement. Pursuant The Borrower hereby gives you notice pursuant to Section 6.13 2.03 of the Credit Agreement, the undersigned hereby: (a) agrees Agreement that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes it requests a Guarantor Borrowing under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and in connection therewith sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day): (B) Principal Amount of Borrowing: Dollars: (C) Class of Borrowing:(9) (D) Type of Borrowing:(10) (E) Interest Period and the last day thereof:(11) (9) Specify Borrowing of Initial Revolving Credit Loans, Incremental Revolving Credit Loans, Revolving Credit Loans under any Extended Revolving Credit Commitment or Refinancing Revolving Loans. (10) If applicable, specify Eurodollar Borrowing or ABR Borrowing. (11) Applicable only for all purposes thereof, the notice address Eurodollar Borrowings and shall be subject to the definition of “Interest Period” and Section 2.02 of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFCredit 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTU.S. $_______________ ________ __, dated [ ] 00__ FOR VALUE RECEIVED, Xxxxxxx-Xxxxx Squibb Company, a Delaware corporation (this the “Counterpart AgreementCompany”) is delivered pursuant hereby promises to that certain Third Amended and Restated pay to __________________ (the “Lender”), the principal sum of $________ Dollars, or such lesser amount as shall equal the aggregate unpaid principal amount of the [364-Day Tranche Loan] [2-Year Tranche Loan] made by the Lender to the Company under the Credit Agreement, in Dollars in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount hereof, in like money and funds, for the period commencing on the Closing Date to but excluding the date of payment hereof in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each [364-Day Tranche Loan] [2-Year Tranche Loan] made by the Lender to the Company, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, endorsed by the Lender on the schedule attached hereto or any continuation thereof, provided that the failure of the Lender to make any such recordation (or any error in making any such recordation) or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing under the Credit Agreement or hereunder in respect of the [364-Day Tranche Loan] [2-Year Tranche Loan] made by the Lender to the Company. This Note is one of the Notes referred to in the Term Loan Credit Agreement dated as of April 23November 4, 2014 2020 (as it may be amended, modified and supplemented or otherwise modifiedand in effect from time to time, the “Credit Agreement”; ) among, inter alia, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as GuarantorsCompany, the Lenders party thereto, thereto (including the Lender) and JPMorgan Chase BankCitibank, N.A., as Administrative Agent (Agent, and evidences the “Administrative Agent”). Section 1[364-Day Tranche Loan] [2-Year Tranche Loan] made thereunder by the Lender to the Company. Pursuant Terms used but not defined in this Note have the respective meanings assigned to Section 6.13 them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of the [364-Day Tranche Loan] [2-Year Tranche Loan] upon the terms and conditions specified therein. Except as permitted by SECTION 8.4 of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement Note may not be attached to the Credit Agreement and that assigned by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely Lender to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreementother Person. All such Collateral This Note shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated governed by, and to carry out construed in accordance with, the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 law of the Credit Agreement, and for all purposes thereof, the notice address State of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFNew 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New YorkIllinois. This COUNTERPART AGREEMENTTo: CIBC Bank USA, dated [ ] (this “Counterpart Agreement”) is delivered pursuant as Administrative Agent 000 X. XxXxxxx Street Chicago, Illinois 60603 Attention:______________ Telecopier:_____________ Please refer to that certain Third Amended and Restated the Credit Agreement, Agreement dated as of April 23, 2014 [Date of Agreement] (as it may be amended, restated, supplemented or otherwise modifiedmodified from time to time, the “Credit Agreement”; ) among Primoris Services Corporation (the terms defined therein “Borrower”), various financial institutions and CIBC Bank USA, as Administrative Agent. Terms used but not otherwise defined herein being are used herein as therein defined)defined in the Credit Agreement. The undersigned hereby gives irrevocable notice, by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant pursuant to Section 6.13 2.2.2 of the Credit Agreement, the undersigned herebyof a request hereby for a borrowing as follows: (ai) agrees The requested borrowing date for the proposed borrowing (which is a Business Day) is ______________, ____. (ii) The aggregate amount of the proposed borrowing is $______________. (iii) The type of Revolving Loans comprising the proposed borrowing are [Base Rate] [LIBOR] Loans. (iv) The duration of the Interest Period for each LIBOR Loan made as part of the proposed borrowing, if applicable, is ___________ months (which shall be 1, 2 or 3 months). The undersigned hereby certifies that this Counterpart Agreement may be attached on the date hereof and on the date of borrowing set forth above, and immediately after giving effect to the Credit Agreement borrowing requested hereby: (i) there exists and that by the execution and delivery hereof, the undersigned becomes a Guarantor there shall exist no Default or Event of Default under the Credit Agreement Agreement; and agrees to be bound by all of the terms thereof; (bii) represents and warrants that each of the representations and warranties set forth contained in the Credit Agreement and each the other Loan Document and applicable to the undersigned Documents is true and correct both before and after giving effect to this Counterpart Agreementas of the date hereof, except to the extent that any such representation or warranty expressly relates to another date and warranty relates solely except for changes therein expressly permitted or expressly contemplated by the Credit Agreement. Borrower has caused this Notice of Borrowing to any earlier datebe executed and delivered by its officer thereunto duly authorized on ___________, ______. PRIMORIS SERVICES CORPORATION By: Title: To: CIBC Bank USA, as Administrative Agent 000 X. XxXxxxx Street Chicago, Illinois 60603 Attention:______________ Telecopier:_____________ Please refer to the Credit Agreement dated as of [Date of Agreement] (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Primoris Services Corporation (the “Borrower”), various financial institutions and CIBC Bank USA, as Administrative Agent. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement. The undersigned hereby gives irrevocable notice, pursuant to Section 2.2.3 of the Credit Agreement, of its request to: (a) on [ date ] convert $[________]of the aggregate outstanding principal amount of the [_______] Loan, bearing interest at the [________] Rate, into a(n) [________] Loan [and, in which the case such representation of a LIBOR Loan, having an Interest Period of [_____] month(s)]; [(b) on [ date ] continue $[________]of the aggregate outstanding principal amount of the [_______] Loan, bearing interest at the LIBOR Rate, as a LIBOR Loan having an Interest Period of [_____] month(s)]. The undersigned hereby represents and warranty is true warrants that all of the conditions contained in Section 12.2 of the Credit Agreement have been satisfied on and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or and will result from the transactions contemplated hereby continue to be satisfied on and as of the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(aconversion/continuation requested hereby, before and after giving effect thereto. Borrower has caused this Notice of Conversion/Continuation to be executed and delivered by its officer thereunto duly authorized on ___________, ______. By: Title: Primoris Services Corporation, a Delaware corporation (“Primoris”) has received loans, credit and other financial accommodations from CIBC Bank USA as Administrative Agent for itself and other lenders and from PGIM, Inc. which is acting as agent for various noteholders (all such loans and accommodations are “Superior Indebtedness”, as described below, and such creditors’ agent or representative are herein called the “Senior Creditors”). The undersigned is a creditor (the “Subordinate Creditor”) of Primoris or one of the Subsidiaries (the “Borrower”). In consideration of loans made or to be made, credit given or to be given, or other financial accommodations afforded or to be afforded to Primoris, on such terms as may be agreed upon between the Senior Creditors (the indebtedness of Borrower to which is the “Superior Indebtedness”) and Primoris, the Subordinate Creditor agrees that all monetary obligations of the Borrower to the Subordinate Creditor except for (i) wages earned and (ii) other payments (such as reimbursements and appropriate bonuses) to be made in the ordinary course of the Borrower’s business (collectively, the “Subordinated Indebtedness”) now existing or hereafter arising and howsoever evidenced or acquired (the aggregate principal amount of such Subordinated Indebtedness as of the date hereof being that amount outstanding pursuant to that certain Promissory Note, in form attached hereto as EXHIBIT A, in the face amount of __________________ and 00/100 Dollars ($____________) (the “Promissory Note”) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached Borrower payable to the Security Agreement, (iiSubordinate Creditor) agrees that the undersigned will comply with all the terms shall be and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants remain junior and subordinate to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case Senior Indebtedness whether now existing or hereafter existing arising, whether direct or in which the undersigned now has indirect, secured or hereafter acquires an interest unsecured, absolute or contingent, joint and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated byseveral, and to carry out howsoever owned, or acquired and whether the intent ofBorrower is or is not in bankruptcy, this Counterpart Agreementreceivership, liquidation or any similar insolvency proceeding. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any Addresses for notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as are set forth on the signature page hereofpage. In case Without limiting the generality of the foregoing, the Subordinate Creditor further agrees as follows: 1(a). Except as provided in Section 1(c), so long as there is any provision in default (whether with respect to payment or obligation under this Agreement otherwise), or default would result therefrom, on any Superior Indebtedness no payment of principal or interest (notwithstanding the expressed maturity or any time for the payment of principal on the Promissory Note) shall be invalidmade on the Promissory Note except with the Senior Creditors’ prior written consent and the Subordinate Creditor will take no steps, illegal whether by suit or unenforceable in any jurisdiction, otherwise to compel or enforce the validity, legality and enforceability collection of the remaining provisions Promissory Note, nor will the Subordinate Creditor use the Promissory Note by way of counterclaim, set off, recoupment or obligationsotherwise as to diminish, discharge or otherwise satisfy in whole or in part any indebtedness or liability of such provision or obligation in any other jurisdiction, the Subordinate Creditor to the Borrower. 1(b). The Subordinate Creditor shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFentitled to accelerate outstanding obligations payable by the Borrower under the Promissory Note until 180 days after the date that the default giving rise to such right to accelerate was triggered and notice thereof was delivered to the Senior Creditors.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTJPMorgan Chase Bank, dated [ ] N.A. as Administrative Agent 000 Xxxxxxx Xxxxxxxxxx Xxxx Ops Building 0, 0xx Xxxxx Xxxxxx, XX 00000-0000 Attention: Xxxxx Xxxxxx Telephone: (this 000) 000-0000 Ladies and Gentlemen: The undersigned, EOG Resources, Inc. (the “Counterpart AgreementBorrower”) is delivered pursuant ), refers to that certain Third Amended and Restated the Revolving Credit Agreement, Agreement dated as of April 23June 27, 2014 2019 (as it may be amended, supplemented or otherwise modifiedmodified from time to time, the “Credit Agreement”; the , with terms defined therein in the Credit Agreement and not otherwise defined herein being used herein as therein defined), by and ) among Xxxxxxx Xxxxxxxx Energy, Inc., as the Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (Agent, and the “Administrative Agent”). Section 1other parties thereto. Pursuant The Borrower hereby notifies you, pursuant to Section 6.13 2.20 of the Credit Agreement, that it hereby requests that the undersigned herebyaggregate amount of the Commitments under the Credit Agreement be increased to provide such incremental Commitment[s] under the Credit Agreement, and in that connection sets forth below the information relating to such proposed Commitment Increase as required by Section 2.20 of the Credit Agreement: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all effective date of the terms thereofsuch Commitment Increase is _______________; (b) represents and warrants that each the amount of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned requested Commitment Increase is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned)$__________________; (c) certifies the [CI Banks that no Default has occurred or is continuing as of have] [CI Bank that has] agreed with the date hereofBorrower to provide [their respective] [its] Commitment[s], or will result from the transactions contemplated hereby on the date hereof[are] [is] _____________________________ [INSERT NAME(S) OF THE CI BANKS]; (d) agrees the [Banks that have] [Bank that has] agreed with the Borrower to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreementincrease [their respective] [its] Commitment[s] [are] [is] ___________________ [INSERT NAME OF APPLICABLE BANK]; and (e) (i) agrees that this counterpart may also be attached to as applicable, set forth on Annex I hereto are the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions amount of the Security Agreement as if it were an original signatory thereto, (iii) grants to respective Commitments of each CI Bank and the Administrative Agent a security interest in all amount of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) respective Commitment Increase of the undersignedeach Bank, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part case, as of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement effective date of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFCommitment 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 assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature (as defined in the Credit Agreement) or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Approved Electronic System Platform (as defined in the Credit 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 in accordance with, the law of the State of New York. JPMorgan Chase Bank, N.A. 00 Xxxxx Xxxxxxxx, Xxxxx X0 Suite IL1-1145 Chicago, IL, 60603-2300 Attention: ___________________ Fax No: (312) ___________ Date: Ladies and Gentlemen: This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) Borrowing Request is delivered furnished pursuant to Section 2.03 of that certain Third Amended and Restated Credit Agreement, Agreement dated as of April 23September 26, 2014 2023 (as it may be amended, restated, supplemented or otherwise modifiedmodified 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 Xxxxxxx Xxxxxxxx EnergyNerdWallet, Inc., as a Delaware corporation, (the “Borrower, certain Subsidiaries of Borrower, as Guarantors”), the Lenders other Loan Parties, the lenders party thereto, thereto and JPMorgan Chase Bank, N.A.N.A. (“Chase”), as Administrative Agent (for the “Administrative Agent”). Section 1Lenders. Pursuant to Section 6.13 Unless otherwise defined herein, capitalized terms used in this Borrowing Request have the meanings ascribed thereto in the Agreement. The Borrower represents that, as of the Credit Agreementthis date, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties conditions precedent set forth in Section 4.02 are satisfied. The Borrower hereby notifies Chase of its request for the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned);following Revolving Borrowing: (c) certifies that no Default has occurred or is continuing as 1. Aggregate Amount of the date hereof, or will result from the transactions contemplated hereby on the date hereof;Borrowing3: $_________________ (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation 2. Borrowing Date of the automatic stay under Borrowing (must be a Business Day): ____________________ 3. The Borrowing shall be a ___ ABR Borrowing or ___ Term Benchmark Borrowing4 4. If a Term Benchmark Borrowing, the duration of Interest Period 5: One Month __________ Three Months_________ Six Months__________ 5. Location and number of the Borrower’s account or any other account agreed upon by the Administrative Agent and the Borrower to which proceeds of Borrowing are to be disbursed: NERDWALLET, INC., as the Borrower By: _______________________ Name: Title: 3 Must comply with Section 362(a2.02(c) of the Bankruptcy CodeAgreement 4 If no election is made, 11 U.S.C. § 362(a)) and in accordance with Article VIII of then the Credit Agreement; and (e) (i) agrees that this counterpart may also requested Borrowing shall be attached an ABR Borrowing 5 Shall be subject to the Security Agreementdefinition of “Interest Period.” Cannot extend beyond the Revolving Credit Maturity Date. If an Interest Period is not specified, (ii) agrees that then the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral Borrower shall be deemed to be part have selected an Interest Period of the “Collateral” one month’s duration. JPMorgan Chase Bank, N.A. 00 Xxxxx Xxxxxxxx, Xxxxx X0 Suite IL1-1145 Chicago, IL, 60603-2300 Attention: ___________________ Fax No: (312) ___________ Date: Ladies and hereafter subject Gentlemen: This Interest Election Request is furnished pursuant to each Section 2.08(c) of the terms and conditions that certain Credit Agreement dated as of the Security Agreement. Section 2. The undersigned agrees September 26, 2023 (as amended, restated, supplemented or otherwise modified from time to time, upon request of the Administrative Agent“Agreement”) among NerdWallet, to take such additional actions Inc. a Delaware corporation, (the “Borrower”), the other Loan Parties, the lenders party thereto and to execute and deliver such additional documents and instruments JPMorgan Chase Bank, N.A. (“Chase”), as the Administrative Agent may reasonably request to effect for the transactions contemplated byLenders. Unless otherwise defined herein, and to carry out capitalized terms used in this Interest Election Request have the intent of, this Counterpart meanings ascribed thereto in the Agreement. Neither The Borrower is hereby requesting to convert or continue certain Borrowings as follows: 1. Borrowing to which this Counterpart Agreement nor any term hereof may Interest Election Request applies: ________________________________ 2. Date of conversion/continuation (must be changeda Business Day): __________________, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance 20____ 3. Amount of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.Borrowings being converted/continued: $ _______________

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption Agreement by any Electronic System telecopy 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 internal law of the State of New YorkIllinois. This COUNTERPART AGREEMENT, dated [ 20___ JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement referred to below [Address] (this “Counterpart Agreement”) is delivered pursuant Attn: Ladies/Gentlemen: Please refer to that certain Third Amended and Restated the Credit Agreement, Agreement dated as of April 23June 30, 2014 2011 (as it may be amended, supplemented restated or otherwise modifiedmodified from time to time, the “Credit Agreement”; ) among Regal-Beloit Corporation (the “Company”), various subsidiaries thereof, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement. In accordance with Section 6.1.2 of the Credit Agreement, the Company hereby requests an increase in the Commitment Amount from $ to $ . Such increase shall be made by [increasing the Commitment of from $ to $ ] [adding as a Bank under the Credit Agreement with a Commitment of $ ] as set forth in the letter attached hereto. Such increase shall be effective three Business Days after the date that the Administrative Agent accepts the letter attached hereto or such other date as is agreed among the Company, the Administrative Agent and the [increasing] [new] Bank. Very truly yours, REGAL-BELOIT CORPORATION By: Name: Title: ANNEX 1 TO EXHIBIT E [Date] ANNEX 2 TO EXHIBIT E [Date] (A) Notice Address: Legal name: Address: Attention: Telephone: (_____) Facsimile: (_____) (B) Payment Instructions: Account No.: At: Reference: Attention: The undersigned acknowledges and agrees that, on the date on which the undersigned becomes a Bank under the Credit Agreement as set forth in the second paragraph hereof, the undersigned will be bound by the terms defined therein of the Credit Agreement as fully and not otherwise defined herein being used herein to the same extent as therein defined)if the undersigned were an original Bank under the Credit Agreement. Very truly yours, by [NAME OF NEW BANK] By: Title: Accepted and among Xxxxxxx Xxxxxxxx Energyconsented to as of , Inc.20_____ JPMORGAN CHASE BANK, N.A., as BorrowerAdministrative Agent By: Name: Title: To JPMorgan Chase Bank, certain Subsidiaries of BorrowerN.A., as GuarantorsAdministrative Agent, and Banks party to the Lenders party theretoCredit Agreement referred to below Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of June 30, 2011 initially among Regal-Beloit Corporation, various subsidiaries thereof, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent for the Banks (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement. The undersigned, (the “Administrative AgentSubsidiary”). Section 1. Pursuant , a [corporation], wishes to Section 6.13 of become a “Subsidiary Borrower” under the Credit Agreement, the undersigned hereby: (a) and accordingly agrees that this Counterpart Agreement may be attached to from the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes date hereof it shall become a Guarantor “Subsidiary Borrower” under the Credit Agreement and agrees to be bound by all that from the date hereof and until the payment in full of the terms thereof; (b) represents principal of and warrants that each of the representations and warranties set forth in interest on all Loans made to it under the Credit Agreement and performance of all of its other obligations thereunder in its capacity as a Subsidiary Borrower (other than contingent indemnification or similar obligations not yet due and payable), and termination hereunder of its status as a “Subsidiary Borrower” as provided below, it shall perform, comply with and be bound by each of the provisions of the Credit Agreement which are stated to apply to a “Borrower” or a “Subsidiary Borrower.” Without limiting the generality of the foregoing, the Subsidiary affirms the jurisdictional and other Loan Document provisions of Section 14.12 and applicable to 14.13 of the undersigned is Credit Agreement and acknowledges that it has heretofore received a true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as copy of the date hereof, Credit Agreement (including any modifications thereof or will result from the transactions contemplated hereby supplements or waivers thereto) as in effect on the date hereof; . In addition, the Subsidiary authorizes the Company to act on its behalf as and to the extent provided for in Section 2 of the Credit Agreement in connection with the selection of Types and Interest Periods for Loans and with the issuance of Letters of Credit, and the conversion and continuation of Loans. So long as the principal of and interest on all Loans made to the Subsidiary under the Credit Agreement shall have been paid in full and all other obligations of the Subsidiary in its capacity as a Subsidiary Borrower (d) agrees to irrevocably and unconditionally guaranty the other than contingent indemnification or similar obligations not yet due and punctual payment payable) shall have been fully performed, the Subsidiary may, upon not less than five Business Days’ prior written notice to the Administrative Agent (which shall promptly notify the Banks thereof), terminate its status as a “Subsidiary Borrower”. The Subsidiary makes and confirms all representations and warranties applicable to it contained in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII 9 of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption Agreement by any Electronic System telecopy 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 New York. This COUNTERPART AGREEMENTAmericas 90346382 (2K) JPMorgan Chase Bank, dated [ N.A., as Administrative Agent under the Credit Agreement referred to below [Address] (this “Counterpart Agreement”) is delivered pursuant Attn: Ladies/Gentlemen: Please refer to that certain Third Amended and Restated the Credit Agreement, Agreement dated as of April 23January 30, 2014 2015 (as it may be amended, supplemented restated or otherwise modifiedmodified from time to time, the “Credit Agreement”) among Regal-Beloit Corporation (the “Company”), various subsidiaries thereof, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement. In accordance with Section 6.1.4 of the Credit Agreement, the Company hereby requests an increase in the Revolving Commitment from $__________ to $__________. Such increase shall be made by [increasing the Commitment of ____________ from $________ to $________] [adding _____________ as a Lender under the Credit Agreement with a Commitment of $____________] as set forth in the letter attached hereto. Such increase shall be effective three Business Days after the date that the Administrative Agent accepts the letter attached hereto or such other date as is agreed among the Company, the Administrative Agent and the [increasing] [new] Lender. Very truly yours, REGAL-BELOIT CORPORATION By: __________________________________ Name: ________________________________ Title: ________________________________ Americas 90346382 (2K) JPMorgan Chase Bank, N.A., as Administrative Agent [Address] Attn: Ladies/Gentlemen: Please refer to the letter dated __________, 20__ from Regal-Beloit Corporation (the “Company”) requesting an increase in the Revolving Commitment from $__________ to $__________ pursuant to Section 6.1.4 of the Credit Agreement dated as of January 30, 2015 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) among the Company, various subsidiaries thereof, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement. The undersigned hereby confirms that it has agreed to increase its Commitment under the Credit Agreement from $__________ to $__________ effective on the date which is three Business Days after the acceptance hereof by the Administrative Agent or on such other date as may be agreed among the Company, the Administrative Agent and the undersigned. Very truly yours, [NAME OF INCREASING LENDER] By:_________________________ Title:______________________ Accepted as of _________, ____ JPMORGAN CHASE BANK, N.A., as Administrative Agent By: ___________________________________ Name: ________________________________ Title: ________________________________ Americas 90346382 (2K) JPMorgan Chase Bank, N.A., as Administrative Agent [Address] Attn: Ladies/Gentlemen: Please refer to the letter dated __________, 20___ from Regal-Beloit Corporation (the “Company”) requesting an increase in the Revolving Commitment from $__________ to $__________ pursuant to Section 6.1.4 of the Credit Agreement dated as of January 30, 2015 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) among the Company, various subsidiaries thereof, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement. The undersigned hereby confirms that it has agreed to become a Lender under the Credit Agreement with a commitment of $__________ effective on the date which is three Business Days after the acceptance hereof, and consent hereto, by Administrative Agent or on such other date as may be agreed among the Company, the Administrative Agent and the undersigned. The undersigned (a) acknowledges that it has received a copy of the Credit Agreement and the Schedules and Exhibits thereto, together with copies of the most recent financial statements delivered by the Company pursuant to the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to become a Lender under the Credit Agreement; and (b) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Credit Agreement. The undersigned represents and warrants that (i) it is duly organized and existing and it has full power and authority to take, and has taken, all action necessary to execute and deliver this letter and to become a Lender under the Credit Agreement; and (ii) no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution and delivery of this letter and the performance of its obligations as a Lender under the Credit Agreement. The undersigned agrees to execute and deliver such other instruments, and take such other actions, as the Administrative Agent may reasonably request in connection with the transactions contemplated by this letter. The following administrative details apply to the undersigned: (A) Notice Address: Americas 90346382 (2K) Legal name: __________________________ Address: _______________________________ _______________________________ _______________________________ Attention: _____________________________ Telephone: (___) _______________________ Facsimile: (___) ______________________ (B) Payment Instructions: Account No.: ___________________________ At: __________________________ ___________________________ ___________________________ Reference: ___________________________ Attention: ___________________________ The undersigned acknowledges and agrees that, on the date on which the undersigned becomes a Lender under the Credit Agreement as set forth in the second paragraph hereof, the undersigned will be bound by the terms defined therein of the Credit Agreement as fully and not otherwise defined herein being used herein to the same extent as therein defined)if the undersigned were an original Lender under the Credit Agreement. Very truly yours, by [NAME OF NEW LENDER] By:_________________________ Title:______________________ Accepted and among Xxxxxxx Xxxxxxxx Energyconsented to as of ______________, Inc.20___ JPMORGAN CHASE BANK, N.A., as BorrowerAdministrative Agent, certain Subsidiaries of Borrowera Swing Line Lender and an Issuing Lender By: ___________________________________ Name: ________________________________ Title: _________________________________ U.S. BANK NATIONAL ASSOCIATION, as Guarantorsa Swing Line Lender and an Issuing Lender By: ___________________________________ Americas 90346382 (2K) Name: ________________________________ Title: _________________________________ XXXXX FARGO BANK, the N.A., as a Swing Line Lender and an Issuing Lender By: ___________________________________ Name: ________________________________ Title: _________________________________ BANK OF AMERICA, N.A., as a Swing Line Lender and an Issuing Lender By: ___________________________________ Name: ________________________________ Title: _________________________________ [●], as a Swing Line Lender and an Issuing Lender By: ___________________________________ Name: ________________________________ Title: _________________________________ Americas 90346382 (2K) To JPMorgan Chase Bank, N.A., as Administrative Agent, and Lenders party theretoto the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of January 30, 2015 among Regal-Beloit Corporation, various subsidiaries thereof, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement. The undersigned, _____________ (the “Administrative AgentSubsidiary”). Section 1. Pursuant , a _____________ [corporation], wishes to Section 6.13 of become a “Subsidiary Borrower” under the Credit Agreement, the undersigned hereby: (a) and accordingly agrees that this Counterpart Agreement may be attached to from the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes date hereof it shall become a Guarantor “Subsidiary Borrower” under the Credit Agreement and agrees to be bound by all that from the date hereof and until the payment in full of the terms thereof; (b) represents principal of and warrants that each of the representations and warranties set forth in interest on all Revolving Loans made to it under the Credit Agreement and performance of all of its other obligations thereunder in its capacity as a Subsidiary Borrower (other than contingent indemnification or similar obligations not yet due and payable), and termination hereunder of its status as a “Subsidiary Borrower” as provided below, it shall perform, comply with and be bound by each of the provisions of the Credit Agreement which are stated to apply to a “Borrower” or a “Subsidiary Borrower.” Without limiting the generality of the foregoing, the Subsidiary affirms the jurisdictional and other Loan Document provisions of Section 14.12 and applicable to 14.13 of the undersigned is Credit Agreement and acknowledges that it has heretofore received a true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as copy of the date hereof, Credit Agreement (including any modifications thereof or will result from the transactions contemplated hereby supplements or waivers thereto) as in effect on the date hereof; . In addition, the Subsidiary authorizes the Company to act on its behalf as and to the extent provided for in Section 2 of the Credit Agreement in connection with the selection of Types and Interest Periods for Revolving Loans and with the issuance of Swing Line Loans and Letters of Credit, and the conversion and continuation of Revolving Loans. So long as the principal of and interest on all Revolving Loans made to the Subsidiary under the Credit Agreement shall have been paid in full and all other obligations of the Subsidiary in its capacity as a Subsidiary Borrower (d) agrees to irrevocably and unconditionally guaranty the other than contingent indemnification or similar obligations not yet due and punctual payment payable) shall have been fully performed, the Subsidiary may, upon not less than five Business Days’ prior written notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate its status as a “Subsidiary Borrower”. Americas 90346382 (2K) The Subsidiary makes and confirms all representations and warranties applicable to it contained in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII 9 of the Credit Agreement; and . Americas 90346382 (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.K)

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System facsimile 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 New YorkTexas. This COUNTERPART AGREEMENTThe matters contained in the following Sections of the Amended and Restated Credit Agreement should be covered by the legal opinion: • Section 6.01(a), dated [ ] (this “Counterpart Agreement”b) and (c) • Section 6.02 • Section 6.03 • Section 6.04 • Section 6.14(b) EXHIBIT E, Opinion Matters – Page Solo To: THE BANK OF NOVA SCOTIA, as Agent Reference is delivered pursuant made to that certain Third Amended and Restated Credit Agreement among GULFPORT ENERGY CORPORATION, the Lenders from time to time party thereto, and THE BANK OF NOVA SCOTIA, as Agent dated as of December 27, 2013, (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Amended and Restated Credit Agreement”). The terms used herein shall have the same meanings as provided therefor in the Amended and Restated Credit Agreement, unless the context hereof otherwise requires or provides. The undersigned , the of Borrower HEREBY CERTIFIES to the Agent that, after reasonable investigation and except to the extent indicated on Schedule I (if no Schedule I is attached, then there are no such exceptions), that as of the date of this Affidavit in his capacity as of Borrower (and not in his individual capacity) he has no knowledge of the existence of unpaid material debts owing to Persons for the furnishing of goods, labor, services or materials in connection with the Mortgaged Properties, which debts are more than 90 days past due and which debts if unpaid could result in the creation of a lien against such Mortgaged Properties. Executed on the date of the notary certification below to be effective as of , 201 . , as of Gulfport Energy Corporation STATE OF OKLAHOMA § § COUNTY OF OKLAHOMA § SWORN TO AND SUBSCRIBED before me on , 201 , by . Notary Public, State of Oklahoma My Commission Expires: EXHIBIT F, Affidavit of Payment of Trade Bills – Page Solo TO: THE BANK OF NOVA SCOTIA Reference is made to that certain Amended and Restated Credit Agreement dated as of April 23December 27, 2014 2013 (as it may be amended, restated, extended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant to Section 6.13 of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth modified in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees writing from time to time, upon request of the Administrative Agent“Amended and Restated Credit Agreement”), among GULFPORT ENERGY CORPORATION, the Lenders from time to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated bytime party thereto, and to carry out THE BANK OF NOVA SCOTIA, as Agent. The defined terms used in this Certificate shall have the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument same meanings as provided therefor in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Amended and Restated Credit Agreement, unless the context hereof otherwise requires or provides. This is a Property Certificate referred to in the Amended and Restated Credit Agreement. has mortgaged to the Agent its Mineral Interests in the Mortgaged Properties. The Borrower HEREBY CERTIFIES to the Agent that the responses below are true, complete and correct in all material respects for all purposes thereof, the notice address items A through D below for each of the undersigned shall be the address as set forth Mortgaged Properties described on the signature page hereof. In case any provision in exhibit to this Property Certificate: A. Well, lease or obligation under this Agreement shall be invalidunit name, illegal or unenforceable in any jurisdiction, the validity, legality as appropriate. B. Operator’s name and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFaddress.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENT, dated [ ] THIS JOINDER AGREEMENT (this “Counterpart Agreement”), dated as of [ , ], is by and among [ , a ] (the “Subsidiary Guarantor”), OSI Systems, Inc., a Delaware corporation (the “Borrower”), and Xxxxx Fargo Bank, National Association (successor-by-merger to Wachovia Bank, National Association), in its capacity as administrative agent (in such capacity, the “Administrative Agent”) is delivered pursuant to under that certain Third Amended and Restated Credit Agreement, dated as of April 23October 15, 2014 2010 (as it may be amended, modified, extended, restated, replaced, or supplemented or otherwise modifiedfrom time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as the Borrower, certain the Domestic Subsidiaries of Borrower, as the Borrower from time to time party thereto (collectively the “Guarantors”), the Lenders lenders and other financial institutions from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent thereto (the “Lenders”) and the Administrative Agent”). . Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement. The Subsidiary Guarantor is an Additional Credit Party, and, consequently, the Credit Parties are required by Section 1. Pursuant to Section 6.13 5.10 of the Credit Agreement to cause the Subsidiary Guarantor to become a “Guarantor” thereunder. Accordingly, the Subsidiary Guarantor and the Borrower hereby agree as follows with the Administrative Agent, for the benefit of the Lenders: 1. The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may Subsidiary Guarantor will be attached deemed to the Credit Agreement be a party to and that by the execution and delivery hereof, the undersigned becomes a Guarantor “Guarantor” under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by by, all of the terms thereof; terms, provisions and conditions contained in the applicable Credit Documents, including without limitation (ba) represents and warrants that each all of the representations and warranties set forth in Article III of the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (cb) certifies that no Default has occurred or is continuing as all of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably affirmative and unconditionally guaranty the due negative covenants set forth in Articles V and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation VI of the automatic stay under Section 362(a) Credit Agreement. Without limiting the generality of the Bankruptcy Codeforegoing terms of this Paragraph 1, 11 U.S.C. § 362(a)) the Subsidiary Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Credit Party Obligations in accordance with Article VIII X of the Credit Agreement; and. (e) (i) 2. The Subsidiary Guarantor hereby acknowledges, agrees that and confirms that, by its execution of this counterpart may also Agreement, the Subsidiary Guarantor will be attached deemed to be a party to the Security Agreement, (ii) agrees that the undersigned will comply with and shall have all the terms rights and conditions obligations of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “CollateralObligor” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to thereunder as if it had executed the Security Agreement. All The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting the generality of the foregoing terms of this Paragraph 2, the Subsidiary Guarantor hereby grants to the Administrative Agent, for the benefit of the Lenders, a continuing security interest in, and a right of set off, to the extent applicable, against any and all right, title and interest of the Subsidiary Guarantor in and to the Collateral (as such Collateral shall term is defined in Section 2 of the Security Agreement) of the Subsidiary Guarantor. 3. The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be part a party to the Pledge Agreement, and shall have all the rights and obligations of a “Pledgor” (as such term is defined in the Pledge Agreement) thereunder as if it had executed the Pledge Agreement. The Subsidiary Guarantor hereby ratifies, as of the “Collateral” date hereof, and hereafter subject agrees to each be bound by, all the terms, provisions and conditions contained in the Pledge Agreement. Without limiting the generality of the foregoing terms of this Paragraph 3, the Subsidiary Guarantor hereby pledges and conditions of the Security Agreement. Section 2. The undersigned agrees from time assigns to time, upon request of the Administrative Agent, for the benefit of the Lenders, and grants to take such additional actions the Administrative Agent, for the benefit of the Lenders, a continuing security interest in any and all right, title and interest of the Subsidiary Guarantor in and to execute and deliver Pledged Capital Stock (as such additional documents and instruments as term is defined in Section 2 of the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Pledge Agreement) against whom enforcement of and the other Pledged Collateral (as such change, waiver, discharge or termination term is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to defined in Section 11.01 2 of the Credit Pledge Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF).

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. 16 Subject to Section 10.06(b)(vii) of the Credit Agreement. To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) Designated Borrower Request and Assumption Agreement is made and delivered pursuant to Section 2.16 of that certain Third Fifth Amended and Restated Credit Agreement, dated as of April 23October 19, 2014 2012 (as it may be amended, restated, extended, supplemented or otherwise modifiedmodified in writing from time to time, the “"Credit Agreement”; "), among Columbus MxXxxxxx Corporation, a New York corporation (the "Company"), certain Subsidiaries of the Company party thereto as additional borrowers (together with the Company, the "Borrowers"), the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated and J.X.Xxxxxx Securities LLC, as Joint Lead Arrangers and Joint Book Managers, and reference is made thereto for full particulars of the matters described therein. All capitalized terms defined therein used in this Designated Borrower Request and Assumption Agreement and not otherwise defined herein being used herein as therein defined)shall have the meanings assigned to them in the Credit Agreement. Each of ______________________ (the "Designated Borrower") and the Company hereby confirms, by represents and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, warrants to the Administrative Agent and the Lenders party thereto, and JPMorgan Chase Bank, N.A., as that the Designated Borrower is a Subsidiary of the Company. The documents required to be delivered to the Administrative Agent (under Section 2.16 of the “Credit Agreement will be furnished to the Administrative Agent”). Section 1. Pursuant to Section 6.13 Agent in accordance with the requirements of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTTO: U.S. Bank National Association, dated [ ] as administrative agent (this the “Counterpart AgreementAdministrative Agent”) is delivered pursuant to under that certain Third Amended and Restated Credit Agreement, dated as of April 23, 2014 Agreement (as it may be amended, restated, supplemented or otherwise modifiedmodified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and dated as of December 7, 2018 among Xxxxxxx Xxxxxxxx EnergyExtra Space Storage LP (the “Borrower”), Extra Space Storage Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders financial institutions party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent lenders (the “Lenders”), and the Administrative Agent”). Section 1. Pursuant Capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement. The undersigned Borrower hereby gives to the Administrative Agent a request for borrowing pursuant to Section 6.13 2.8 of the Credit Agreement, and the undersigned herebyBorrower hereby requests to borrow on [_______________], 20[__] (the “Borrowing Date”) from the Lenders, on a pro rata basis, an aggregate principal amount of $[___________] in [Revolving][Tranche 1 Term][Tranche 2 Term] Loans as: 1. ☐ a Base Rate Advance (ain Dollars) 2. ☐ a Eurodollar Advance (in Dollars) agrees that this Counterpart Agreement may be attached with the following characteristics: Interest Period of [_______] month(s) The undersigned hereby certifies to the Credit Agreement Administrative Agent and the Lenders that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (bi) represents and warrants that each of the representations and warranties set forth contained in Article V of the Credit Agreement and each other Loan Document and applicable are (a) with respect to the undersigned is any representations or warranties that contain a materiality qualifier, true and correct both before and after giving effect to this Counterpart Agreementin all respects as of the date hereof, except to the extent that any such representation and or warranty relates is stated to relate solely to any an earlier date, in which case such representation and or warranty is shall have been true and correct in all respects on and as of such earlier date and (if applicable b) with respect to the undersigned); (c) certifies any representations or warranties that no Default has occurred or is continuing do not contain a materiality qualifier, true and correct in all material respects as of the date hereof, except to the extent any such representation or will result from warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date; (ii) at the transactions contemplated hereby on the date hereof; time of and immediately after giving effect to such Advance, no Default or Event of Default shall have occurred and be continuing; and (diii) agrees to irrevocably and unconditionally guaranty the due and punctual payment all other relevant conditions set forth in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII 4.2 of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreementhave been satisfied. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) Reference is delivered pursuant hereby made to that certain the Third Amended and Restated Credit Agreement, Agreement dated as of April 23March 26, 2014 2020 (as it may be amended, supplemented or otherwise modifiedmodified 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 Xxxxxxx Xxxxxxxx EnergyAutoNation, Inc., as a Delaware corporation (the “Borrower”), certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (Agent, and the “Administrative Agent”). Section 1lenders party thereto from time to time. Pursuant to Section 6.13 of Capitalized terms used but not defined herein shall have the Credit respective meanings therefor set forth in the Agreement. The Borrower hereby nominates, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement constitutes and that by the execution and delivery hereof, the undersigned becomes a Guarantor appoints each individual named below as an Authorized Representative under the Credit Agreement Loan Documents, and agrees to be bound by all of the terms thereof; (b) hereby represents and warrants that (i) set forth opposite each such individual’s name is a true and correct statement of such individual’s office (to which such individual has been duly elected or appointed), a genuine specimen signature of such individual and an address for the giving of notice, and (ii) each such individual has been duly authorized by the Borrower to act as Authorized Representative under the Loan Documents: Borrower hereby revokes (effective upon receipt hereof by the Administrative Agent) the prior appointment of ________________ as an Authorized Representative. This the ___ day of __________________, ____. AUTONATION, INC. By: _________________________ Name: _________________________ Title: _________________________ To: JPMorgan Chase Bank, N.A. Loan & Agency 000 Xxxxxxx Xxxxxxxxxx Xxxx, 1st Floor Newark, Delaware 19713 Attn: Xxxxx Xxxxxxxx Reference is hereby made to the Third Amended and Restated Credit Agreement dated as of March 26, 2020 (as amended, supplemented or otherwise modified from time to time, the “Agreement”) by and among AutoNation, Inc. (the “Borrower”), JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto from time to time. Capitalized terms used but not defined herein shall have the respective meanings therefor set forth in the Agreement. The Borrower through its Authorized Representative hereby gives notice to the Administrative Agent that Loans of the type and amount set forth below be made on the date indicated: Type of loan(check one) Interest Period(1) Aggregate Amount(2) Date of Loan(3) Base Rate Loan Eurodollar Rate Loan ______________________ (1) For any Eurodollar Rate Loan, one week or one, two, three, six or (to the extent available) twelve months. (2) For a Base Rate Loan, must be $5,000,000, or, if greater, an integral multiple of $1,000,000. For a Eurodollar Loan, must be $10,000,000 or, if greater, an integral multiple of $1,000,000. (3) At least three (3) Business Days later if a Eurodollar Rate Loan. The Borrower hereby requests that the proceeds of Loans described in this Borrowing Notice be made available to the Borrower as follows: [insert transmittal instructions]. The undersigned hereby certifies that: 1. No Default or Event of Default has occurred and is continuing either now or after giving effect to the borrowing described herein; 2. All the representations and warranties set forth in Article VI of the Credit Agreement (other than in Section 6.1(e)(ii) thereof) and in each of the other Loan Document and applicable to the undersigned is Documents are true and correct both before in all material respects with the same effect as though such representations and after giving effect to this Counterpart Agreementwarranties had been made on and as of the date hereof, except to the extent that any such representation representations and warranty relates solely warranties expressly relate to any an earlier date, date (in which case such representation representations and warranty is warranties shall have been true and correct in all material respects as of such earlier date date) and except that the financial statements referred to in Section 6.1(e)(i) shall be deemed (if applicable solely for the purpose of the representation and warranty contained in such Section 6.1(e)(i) but not for the purpose of any cross reference to such Section 6.1(e)(i) or to the undersigned); (cfinancial statements described therein contained in any other provision of Section 6.1(e) certifies that no Default has occurred or is continuing as elsewhere in Article VI of the date hereof, or will result from Agreement) to be those financial statements most recently delivered to the transactions contemplated hereby on Administrative Agent and the date hereof; (d) agrees Lenders pursuant to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation Section 7.1 of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached 3. All other conditions contained in Section 5.2 of the Agreement to the Security Agreementmaking of any Loan requested hereby have been met or satisfied in full or waived. AUTONATION, (ii) agrees that the undersigned will comply with all the terms INC. BY: ____________________ Authorized Representative DATE: _________________ JPMorgan Chase Bank, N.A. Loan & Agency 000 Xxxxxxx Xxxxxxxxxx Xxxx, 1st Floor Newark, Delaware 19713 Attn: Xxxxx Xxxxxxxx Ladies and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants Gentlemen: Reference is hereby made to the Administrative Agent a security interest in all Third Amended and Restated Credit Agreement dated as of the undersigned’s rightMarch 26, title and interest in and to all “Collateral” 2020 (as such term is defined in the Security Agreement) of the undersignedamended, in each case whether now supplemented or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees otherwise modified from time to time, upon request of the Administrative Agent“Agreement”) by and among AutoNation, to take such additional actions and to execute and deliver such additional documents and instruments Inc., a Delaware corporation (the “Borrower”), JPMorgan Chase Bank, N.A., as the Administrative Agent may reasonably request to effect the transactions contemplated byadministrative agent, and the lenders party thereto from time to carry out time. Capitalized terms used but not otherwise defined herein shall have the intent of, this Counterpart respective meanings therefor set forth in the Agreement. Neither this Counterpart Agreement nor any term hereof may be changedThe undersigned, waiveda duly authorized and acting Authorized Representative, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required hereby certifies to evidence its consent to or acceptance you as of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought____________________ as follows: 1. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.Calculations: See attached Schedule I.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by any Electronic System facsimile or other electronic delivery 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 New York. This COUNTERPART AGREEMENT[ ], dated as Administrative Agent for the Lenders referred to below [ ] (this “Counterpart Agreement”) [ ] Attention: Agency Department [Date] Ladies and Gentlemen: Reference is delivered pursuant made to that certain Third Amended and Restated First Lien Credit Agreement, dated as of April 23October 6, 2014 2017 (as it may be amended, amended and restated, supplemented or otherwise modifiedmodified 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 Xxxxxxx Xxxxxxxx EnergyVICI Properties 1 LLC, Inc., as a Delaware limited liability company (the “Borrower, certain Subsidiaries of Borrower, as Guarantors”), the Lenders and other parties from time to time party theretothereto and Wilmington Trust, and JPMorgan Chase Bank, N.A.National Association, as Administrative Agent administrative agent (in such capacity, the “Administrative Agent”). Section 1. Pursuant Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned Borrower hereby gives you notice pursuant to Section 6.13 2.03 of the Credit Agreement, the undersigned hereby: (a) agrees Agreement that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes it requests a Guarantor Borrowing under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereofin that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing _________________________________ (which is a Business Day) (B) Principal Amount of Borrowing _________________________________ (C) Class7 _________________________________ (D) Type of Borrowing8 _________________________________ (E) Interest Period and the last day thereof9 _________________________________ (in the case of a Eurocurrency Borrowing) (F) Account Number and Location _________________________________ 7 Specify whether such Borrowing is to be a Revolving Facility Borrowing (and if so, specifying the notice address Class of the undersigned Commitments under which such Borrowing is being made), Term B Loans, Other Term Loans, Refinancing Term Loans, Other Revolving Loans or Replacement Revolving Loans, as applicable. 8 Specify a Eurocurrency Borrowing or an ABR Borrowing. 9 The initial Interest Period applicable to a Eurocurrency Borrowing, which shall be subject to the address as set forth on definition of “Interest Period” in the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFCredit 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature (as defined in the Credit Agreement) or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System (as defined in the Credit 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 in accordance with, the law of the State of New York. Borrowing Request Date: [________________], 20 JPMorgan Chase Bank, N.A. Middle Market Servicing 00 Xxxxx Xxxxxxxx, Xxxxx X0 Xxxxx XX0-0000 Xxxxxxx, XX, 00000-0000 Email: xxx.xxxxxx.xxx@xxxxxxxx.xxx Attn: Xxxx Xxxxx Fax No: (000) 000-0000 Ladies and Gentlemen: This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) Borrowing Request is delivered furnished pursuant to Section 2.03 of that certain Third Amended and Restated Credit Agreement, Agreement dated as of April 23August 14, 2014 2020 (as it may be amended, restated, supplemented or otherwise modifiedmodified from time to time, the “Credit Agreement”; ) among USA TECHNOLOGIES, INC. (the terms defined therein and not otherwise defined herein being used herein as therein defined“Borrower”), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantorsthe other Loan Parties, the Lenders lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent administrative agent (the “Administrative AgentAgent”)for the Lenders. Unless otherwise defined herein, capitalized terms used in this Borrowing Request have the meanings ascribed thereto in the Agreement. The Borrower represents that, as of this date, the conditions precedent set forth in Section 4.02 are satisfied. 1. The Borrower hereby notifies Administrative Agent of its request for the following Borrowing: (1) [Revolving] [Term Loan] Borrowing (2) Aggregate Amount of the [Revolving] [Term Loan] Borrowing: $[____________________] (3) Name of the applicable Borrower: USA TECHNOLOGIES, INC. (4) Borrowing Date of the Borrowing (must be a Business Day): [____________________] (5) The Borrowing shall be a [________] CBFR Borrowing or [______] Eurodollar Borrowing (6) If a Eurodollar Borrowing, the duration of Interest Period: One Month [____________] Three Months [____________] Six Months [____________] USA TECHNOLOGIES, INC. By:_________________________ Name:_______________________ Title:________________________ Reference is hereby made to the Credit Agreement dated as of August 14, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Section 1, among USA Technologies, Inc., a Pennsylvania corporation (the “Borrower”), the other Loan Parties, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, and each lender from time to time party thereto. Pursuant to the provisions of Section 6.13 2.17 of the Credit Agreement, the undersigned hereby: hereby certifies that (ai) agrees that 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 Counterpart Agreement may be attached 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 the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Credit Agreement Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and that by the execution and delivery hereofBorrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned becomes agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a Guarantor under properly completed and currently effective certificate in either the Credit Agreement and agrees calendar year in which each payment is to be bound by all made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms thereof; (b) represents and warrants that each of the representations and warranties set forth defined in the Credit Agreement and each other Loan Document and applicable used herein shall have the meanings given to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, them in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached . [NAME OF LENDER] By: _________________________ Name:_______________________ Title:________________________ Date:_____________ , 20[____] Reference is hereby made to the Security AgreementCredit Agreement dated as of August 14, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” 2020 (as such term is defined in the Security Agreement) of the undersignedamended, in each case whether now supplemented or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees otherwise modified from time to time, upon request of the Administrative Agent“Credit Agreement”), to take such additional actions and to execute and deliver such additional documents and instruments among USA Technologies, Inc., a Pennsylvania corporation (the “Borrower”), the other Loan Parties, JPMorgan Chase Bank, N.A., as the Administrative Agent may reasonably request to effect for the transactions contemplated byLenders, and each lender from time to carry out time party thereto. Pursuant to the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance provisions of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and for all purposes thereofbeneficial 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 the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the 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 or IRS Form W-8BEN-E, as applicable. By executing this certificate, the notice address of undersigned agrees that (1) if the information provided on 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 be made to the address 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. [NAME OF PARTICIPANT] By: _________________________ Name:_______________________ Title:________________________ Date:_____________ , 20[____] Reference is hereby made to the Credit Agreement dated as set forth on the signature page hereof. In case any provision in of August 14, 2020 (as amended, supplemented or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdictionotherwise modified from time to time, the validity“Credit Agreement”), legality among USA Technologies, Inc., a Pennsylvania corporation (the “Borrower”), the other Loan Parties, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, and enforceability each lender from time to time party thereto. Pursuant to the provisions of Section 2.17 of the remaining provisions 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 obligationsindirect partners/members are the sole Beneficial Owners of such participation, (iii) with respect 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 the 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 the 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 or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such provision 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 on 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 obligation 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. [NAME OF PARTICIPANT] By: _________________________ Name:_______________________ Title:________________________ Date:_____________ , 20[____] Reference is hereby made to the Credit Agreement dated as of August 14, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among USA Technologies, Inc., a Pennsylvania corporation (the “Borrower”), the other Loan Parties, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, and each lender from time to time party thereto. 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 direct or indirect 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 jurisdictionLoan 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 the 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 the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower 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 or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as 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 on this certificate changes, the undersigned shall not promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in any way either the calendar year in which each payment is to be affected made to the undersigned, or impaired therebyin either of the two calendar years preceding such payments. THIS AGREEMENT SHALL BE GOVERNED BYUnless otherwise defined herein, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITHterms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: _____________________ Name:___________________ Title:____________________ Date:_____________ , 20[____] To: The Lenders party to the Credit Agreement described below This Compliance Certificate (“Certificate”), for the period ended __________ __, 20__, is furnished pursuant to that certain Credit Agreement dated as of August 14, 2020 (as amended, modified, renewed or extended from time to time, the “Agreement”) among USA Technologies, Inc., a Pennsylvania corporation (the “Borrower”), the other Loan Parties, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders and as the Issuing Bank and Swingline Lender. Unless otherwise defined herein, capitalized terms used in this Certificate have the meanings ascribed thereto in the Agreement. THE INTERNAL LAWS OF THE STATE OF NEW YORKUNDERSIGNED HEREBY CERTIFIES THAT: 1. I am the [ ] of the Borrower and I am authorized to deliver this Certificate on behalf of the Borrower and its Subsidiaries; 2. I have reviewed the terms of the Agreement and I have made, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.or have caused to be made under my supervision, a detailed review of the compliance of the Borrower and its Subsidiaries with the Agreement during the accounting period covered by the attached financial statements (the “Relevant Period”);

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by any Electronic System 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 New YorkTexas. FOR THE PERIOD FROM _______, 200__ TO ________, 200__ This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) is delivered pursuant to that certain Third Amended and Restated Credit Agreement, certificate dated as of April 23___________ ___, 2014 _____ is prepared pursuant to the Subordinated Credit Agreement dated as of December 17, 2008 (as it may be amended, supplemented or otherwise modifiedmodified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined) among XXXX PETROLEUM, INC., a Delaware corporation (“Borrower”), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders lenders party theretothereto (the “Lenders”), and JPMorgan Chase BankUNIONBANCAL EQUITIES, N.A.INC. as administrative agent for such Lenders (in such capacity, as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant Unless otherwise defined in this certificate, capitalized terms that are defined in the Credit Agreement shall have the meanings assigned to Section 6.13 of them by the Credit Agreement, the . The undersigned herebyhereby certifies that: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth made by the Borrower in the Credit Agreement and each the other Loan Document and applicable to the undersigned is Documents are true and correct both before and after giving effect to in all material respects as if made on this Counterpart Agreementdate, except to the extent that any such representation and or warranty expressly relates solely to any an earlier date, in which case such representation and warranty is it shall have been true and correct in all material respects as of such earlier date (if applicable to the undersigned)date; (cb) certifies that no Default or Event of Default has occurred or and is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreementcontinuing; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.]

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy 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 internal laws of the State of New York. This COUNTERPART AGREEMENTLG&E AND KU ENERGY LLC (the “Borrower”), dated [ ] (this “Counterpart Agreement”) is delivered pursuant to that certain Third Amended and Restated in connection with the Revolving Credit Agreement, Agreement dated as of April 23October 30, 2014 2013 (as it may be amended, restated, supplemented or otherwise modifiedmodified from time to time, the “Credit Agreement”; ) among the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders lending institutions party thereto, thereto from time to time and JPMorgan Chase PNC Bank, N.A.National Association, as Administrative Agent Agent, hereby certifies that: 1. The Borrower has obtained an agreement from certain financial institutions to increase their Commitments in the aggregate amount of _________________________ ($____________)23 (the “Administrative AgentOptional Increase”). Section 12. Pursuant to Section 6.13 of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each All of the representations and warranties set forth of the Borrower contained in the Credit Agreement and each the other Loan Document and applicable to the undersigned is Documents are true and correct both before and after giving effect to this Counterpart Agreement, in all material respects (except to the extent that any such representation and warranty relates solely is qualified by materiality or reference to any earlier dateMaterial Adverse Effect, in which case such representation and warranty is shall be true and correct as of such earlier date (if applicable to the undersigned); (cin all respects) certifies that no Default has occurred or is continuing on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or will result from the transactions contemplated hereby on the reference to Material Adverse Effect, in which case such representation and warranty was true and correct in all respects) as of such earlier date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but except for the operation of the automatic stay under representations in Section 362(a) of the Bankruptcy Code5.04(c), 11 U.S.C. § 362(a)) Section 5.05 and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 5.13 of the Credit Agreement, which shall be deemed only to relate to the matters referred to therein on and for all purposes thereof, the notice address as of the undersigned shall be Effective Date. 3. There does not exist, as of this date, and there will not exist after giving effect to the address as set forth on Optional Increase, any Default or Event of Default under the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFCredit 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. The undersigned (the “Borrower”) HEREBY CERTIFIES THAT: This COUNTERPART AGREEMENTCompliance Certificate is furnished pursuant to §[2.4(f), 3.1.2, 10.1, 10.4] of the Ninth Amended and Restated Credit Agreement dated as of June 15, 2021 among the Borrower, Bank of America, N.A., individually and as Agent, and certain other Banks as provided therein (as the same may be amended from time to time, the “Credit Agreement”). Unless otherwise defined herein, the terms used in this Compliance Certificate and Schedule 1 attached hereto have the meanings described in the Credit Agreement. [The ratio of Consolidated Total Indebtedness to Consolidated Total Adjusted Asset Value began to exceed 60% (without exceeding 65%) on ______________, 20__] [or] [the ratio of Unsecured Consolidated Total Indebtedness to Consolidated Unencumbered Asset Value began to exceed 60% (without exceeding 65%) on ______________, 20__] [or] [the ratio of Consolidated Total Indebtedness to Consolidated Total Adjusted Asset Value, which first began to exceed 60% on ______________, 20__, has ceased to exceed 60% as of ______________, 20__] [or] [the ratio of Unsecured Consolidated Total Indebtedness to Consolidated Unencumbered Asset Value, which first began to exceed 60% on ______________, 20__, has ceased to exceed 60% as of ______________, 20__]. Schedule 1 attached hereto sets forth the calculations of the relevant financial covenants contained in §10.1 and §10.4 of the Credit Agreement after giving effect to the Indebtedness incurred that brings the leverage ratios above 60%, which calculations, to the best knowledge and belief of the Authorized Officer executing and delivering this Compliance Certificate on behalf of the Borrower, are true, complete and correct. The Authorized Officer certifies that he/she is authorized to execute and deliver this Compliance Certificate on behalf of the Borrower. WITNESS our hands this ____ day of _______________, 20__. BOSTON PROPERTIES LIMITED PARTNERSHIP By: Boston Properties, Inc., its sole general partner By: Title: [Type Signatory Title] Reference is hereby made to the Ninth Amended and Restated Credit Agreement dated as of June 15, 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Bank of America, N.A., individually and as Agent, and certain other Banks from time to time party thereto. Pursuant to the provisions of §5.2(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 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 the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BENE (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the 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. [NAME OF LENDER] By: Name: [Type Signatory Name] Title: [Type Signatory Title] Date: ________ __, 20[ ] Reference is hereby made to the Ninth Amended and Restated Credit Agreement dated as of June 15, 2021 (this as amended, supplemented or otherwise modified from time to time, the “Counterpart Credit Agreement”), among the Borrower, Bank of America, N.A., individually and as Agent, and certain other Banks from time to time party thereto. Pursuant to the provisions of §5.2(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is delivered 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 the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Bank with a certificate of its non-U.S. Person status on IRS Form W-8BENE (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank in writing, and (2) the undersigned shall have at all times furnished such Bank 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. [NAME OF PARTICIPANT] By: Name: [Type Signatory Name] Title: [Type Signatory Title] Date: ________ __, 20[ ] Reference is hereby made to the Ninth Amended and Restated Credit Agreement dated as of June 15, 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Bank of America, N.A., individually and as Agent, and certain other Banks from time to time party thereto. Pursuant to the provisions of §5.2(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 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 the 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 the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Bank 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-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-8BEN, as 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 on this certificate changes, the undersigned shall promptly so inform such Bank and (2) the undersigned shall have at all times furnished such Bank 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. [NAME OF PARTICIPANT] By: Name: [Type Signatory Name] Title: [Type Signatory Title] Date: ________ __, 20[ ] Reference is hereby made to the Ninth Amended and Restated Credit Agreement dated as of June 15, 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Bank of America, N.A., individually and as Agent, and certain other Banks from time to time party thereto. Pursuant to the provisions of §5.2(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 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 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 the 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 the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower 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-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-8BEN, as 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 on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the 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. [NAME OF LENDER] By: Name: [Type Signatory Name] Title: [Type Signatory Title] Date: ________ __, 20[ ] Specified Test Year:1 ___________________ The undersigned (the “Borrower”) HEREBY CERTIFIES THAT: This Sustainability Metric Annual Certificate is furnished pursuant to that certain Third Ninth Amended and Restated Credit Agreement, dated as of April 23June 15, 2014 2021 among the Borrower, Bank of America, N.A., individually and as Agent, and certain other Banks as provided therein (as it the same may be amended, supplemented or otherwise modifiedamended from time to time, the “Credit Agreement”; ). Unless otherwise defined herein, the terms defined therein used in this Sustainability Metric Annual Certificate and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, Schedule 1 attached hereto have the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant to Section 6.13 of meanings described in the Credit Agreement. As of December 31 of the Specified Test Year, the undersigned hereby: (a) agrees Sustainability Metric was not less than the Sustainability Metric Election Threshold. The analyses and information set forth on Schedule 1 and attached hereto are true and accurate on and as of December 31 of the Specified Test Year. The Borrower hereby elects that this Counterpart Agreement may the Applicable Margin be attached to based on the Credit Agreement and that by the execution and delivery hereofSustainability Metric Pricing Grid, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby effective commencing on the date hereof; that is five (d5) agrees to irrevocably and unconditionally guaranty Business Days following the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that date this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants Sustainability Metric Annual Certificate has been delivered to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2Agent. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and Authorized Officer certifies that he/she is authorized to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 Sustainability Metric Annual Certificate on behalf of the Credit AgreementBorrower and BPI. WITNESS our hands this ____ day of ___________________, and for all purposes thereof20__. BOSTON PROPERTIES LIMITED PARTNERSHIP, the notice address of the undersigned shall By: Boston Properties, Inc., its sole general partner By: Title: [Type Signatory Title] 1 To be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFfiscal year most recently ended. I. Sustainability Metric Election Threshold.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTDate: __________, dated [ ] (this “Counterpart Agreement”) is delivered pursuant to that certain Third Amended and Restated 201__ To: KeyBank National Association, as Administrative Agent Re: Credit Agreement, Agreement dated as of April 23September 20, 2014 2011 (as it may be amended, modified, supplemented or otherwise modifiedextended from time to time, the “Credit Agreement”; ) among Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Borrower”), the Guarantors, the Lenders from time to time party thereto and KeyBank National Association, as Administrative Agent and L/C Issuer. Capitalized terms defined therein and used but not otherwise defined herein being used herein as therein defined)have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one): [ ] A Borrowing of Revolving Loans [ ] A conversion or continuation of Revolving Loans 1. On _______________, by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent 201__ (the “Administrative Agent”which is a Business Day). Section 12. Pursuant to Section 6.13 In the amount of the Credit Agreement$__________. 3. Comprised of ______________ (Type of Loan requested). 4. For Eurodollar Rate Loans: with an Interest Period of __________ months. In connection with any Borrowing, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) Borrower hereby represents and warrants that each of (a) after giving effect to any Borrowing, the Total Outstandings shall not exceed the Aggregate Commitments (b) the representations and warranties set forth in of the Credit Agreement Borrower and each other Loan Document and applicable to Party contained in Article V of the undersigned is Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct both before in all material respects on and after giving effect to this Counterpart Agreementas of the date of such Borrowing, except to the extent that any such representation representations and warranty relates solely warranties specifically refer to any an earlier date, in which case such representation and warranty is they are true and correct in all material respects as of such earlier date date, and except that the representations and warranties contained in subsection (if applicable a) of Section 5.05 of the Credit Agreement shall be deemed to refer to the undersigned); most recent statements furnished pursuant to subsection (a) of Section 6.01 of the Credit Agreement, (c) certifies that no Default has occurred or is continuing Event of Default shall exist or would result from such Borrowing or from the application of the proceeds thereof and (d) to the best knowledge of the Borrower, after giving effect to such Borrowing, the Parent Guarantor and its Subsidiaries are in compliance with the financial covenants in Section 7.10 of the Credit Agreement as of the date hereof. RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership By: Retail Opportunity Investments GP, LLC, a Delaware limited liability company, its general partner By: _______________________________________ Name: Title: FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to _____________________ or will result from its registered assigns (the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due“Lender”), whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII the provisions of the Credit Agreement; and Agreement (e) (i) agrees that this counterpart may also be attached as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Security AgreementBorrower under that certain Credit Agreement dated as of September 20, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” 2011 (as such term is defined in the Security Agreement) of the undersignedamended, in each case whether now modified, supplemented or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees extended from time to time, upon request the “Credit Agreement”) among the Borrower, the Guarantors, the Lenders from time to time party thereto and KeyBank National Association, as Administrative Agent and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to take such additional actions be paid upon demand, from the due date thereof until the date of actual payment (and to execute and deliver such additional documents and instruments before as well as after judgment) computed at the Administrative Agent may reasonably request to effect per annum rate set forth in the transactions contemplated by, and to carry out the intent of, this Counterpart Credit Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument This Note is one of the Notes referred to in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, is entitled to the benefits thereof and for all purposes thereof, may be prepaid in whole or in part subject to the notice address terms and conditions provided therein. Upon the occurrence and continuation of one or more of the undersigned Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the address as set forth on Lender in the signature page hereofordinary course of business. In case any provision in or obligation under The Lender may also attach schedules to this Agreement shall be invalidNote and endorse thereon the date, illegal or unenforceable in any jurisdictionamount and maturity of its Loans and payments with respect thereto. The Borrower, the validityfor itself, legality its successors and enforceability assigns, hereby waives diligence, presentment, protest and demand and notice of the remaining provisions or obligationsprotest, or demand, dishonor and nonpayment of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired therebythis Note. THIS AGREEMENT NOTE SHALL BE GOVERNED BY, BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH THE INTERNAL LAWS LAW OF THE STATE OF NEW YORK. RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFLP, a Delaware limited partnership By: Retail Opportunity Investments GP, LLC, a Delaware limited liability company, its general partner By: _______________________________________ Name: Title: Financial Statement Date: __________, 201__ To: KeyBank National Association, as Administrative Agent Re: Credit Agreement dated as of September 20, 2011 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Borrower”), the Guarantors, the Lenders from time to time party thereto and KeyBank National Association, as Administrative Agent and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer hereby certifies as of the date hereof that [he/she] is the _______________ of the Borrower, and that, in [his/her] capacity as such, [he/she] is authorized to execute and deliver this Certificate to the Administrative Agent on behalf of the Borrower, and that: [Use following paragraph 1 for the fiscal year end financial statements:] [1. Attached hereto as Schedule 1 are the year end audited consolidated financial statements required by Section 6.01(a) of the Credit Agreement for the fiscal year of the Parent Guarantor and its Subsidiaries ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.] [Use following paragraph 1 for fiscal quarter end financial statements:] [1. Attached hereto as Schedule 1 are the unaudited consolidated financial statements required by Section 6.01(b) of the Credit Agreement for the fiscal quarter of the Parent Guarantor and its Subsidiaries ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders’ equity and cash flows of the Parent Guarantor 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.]

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 permitted assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by any Electronic System telecopy 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 governed by, and construed in accordance with, the law of the State of New York. This COUNTERPART AGREEMENTTo: Blue Torch Finance LLC, dated [ ] (this “Counterpart Agreement”) as Administrative Agent Ladies and Gentlemen: Reference is delivered pursuant made to that certain Third Amended and Restated Credit Financing Agreement, dated as of April 23October [●], 2014 2020 (as it may be amended, restated, amended and restated, extended, supplemented or otherwise modifiedmodified 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 Xxxxxxx Xxxxxxxx EnergyBlue Apron, LLC, a Delaware limited liability company (the “Borrower”), Blue Apron Holdings, Inc., as Borrowera Delaware corporation (the “Parent”), certain Subsidiaries of Borrower, as Guarantorsthe other Guarantors from time to time party thereto, the Lenders from time to time party thereto, thereto and JPMorgan Chase Bank, N.A.Blue Torch Finance LLC, as Administrative Agent (the “Administrative and Collateral Agent”). Section 1. Pursuant The undersigned hereby gives irrevocable notice, pursuant to Section 6.13 2.02(a) of the Credit Financing Agreement, of a request for a borrowing of the undersigned herebyTerm Loan under the Financing Agreement, on the following terms: (aA) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes Date of borrowing (which is a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof;Business Day): ____________________ (bB) Principal amount of borrowing: $____________________ (C) Type of borrowing:11 ____________________ (D) Initial Interest Period and last day thereof:12 ____________________ (E) Wire instructions for borrowing: ____________________ ____________________ ____________________ The undersigned hereby represents and warrants that each the conditions specified in Section 5.01 of the representations Financing Agreement will be satisfied on and warranties as of the date of borrowing set forth above. 11 Specify a LIBOR Rate Loan or a Reference Rate Loan. 12 To be included for a LIBOR Rate Loan only. BLUE APRON, LLC By: Name: Title: BLUE TORCH FINANCE LLC, _________ __, ____ as Administrative Agent under the Financing Agreement referred to below c/o Blue Torch Capital LP 100 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 and SEI – Blue Torch Capital Loan Ops 1 Xxxxxxx Xxxxxx Xxxxx Xxxx, Xxxxxxxxxxxx 00000 Reference is made to the Financing Agreement, dated as of October, [_], 2020 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among BLUE APRON, LLC, a Delaware limited liability company (the “Borrower”), BLUE APRON HOLDINGS, INC., a Delaware corporation (the “Parent”), the other Guarantors from time to time party thereto, the Lenders from time to time party thereto and Blue Torch Finance LLC, as Administrative Agent and Collateral Agent. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement and each other Loan Document and applicable Financing Agreement. The Borrower hereby gives you irrevocable notice, pursuant to Section 2.07(a) of the undersigned is true and correct both before and after giving effect to this Counterpart Financing Agreement, except to of a request for the extent that any following: (i) a continuation, on ________, ____, as a LIBOR Rate Loan having an Interest Period of ___ months of the [Term Loan][portion of the Term Loan] in an aggregate outstanding principal amount of $____________ having an Interest Period ending on [the proposed date for such representation and warranty relates solely to any earlier datecontinuation] [on ________, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned)____]; (cii) a conversion, on ________, ____, to a LIBOR Rate Loan having an Interest Period of ___ months of the [Term Loan][portion of the Term Loan] in an aggregate outstanding principal amount of $_________; and/or (iii) a conversion, on ________, ____, to a Reference Rate Loan, of the [Term Loan][portion of the Term Loan] in an aggregate outstanding principal amount of $_________. [In connection herewith, the undersigned hereby certifies that no Event of Default has occurred and is continuing as of the date of conversion or continuation set forth above.]13 13 Include only for conversion into or continuations as a LIBOR Rate Loan. BLUE APRON, LLC, as the Borrower By: Name: Title: To: Blue Torch Finance LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Financing Agreement, dated as of October, [_], 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Financing Agreement;” the terms defined therein being used herein as therein defined), among Blue Apron, LLC, a Delaware limited liability company (the “Borrower”), Blue Apron Holdings, Inc., a Delaware corporation (the “Parent”), the other Guarantors from time to time party thereto, the Lenders from time to time party thereto and Blue Torch Finance LLC, as Administrative Agent and Collateral Agent. The undersigned hereby certifies as of the date hereof that he/she is the duly elected, qualified and acting _______________ of the Parent, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Parent, and that: 1. The financial statements for the fiscal [month][quarter][year] of the Parent and its Subsidiaries ended [____________] attached hereto as Annex I as required by Section [7.01(a)(i)][7.01(a)(ii)][7.01(a)(iii)] of the Financing Agreement, fairly present in all material respects, the consolidated financial condition of the Parent and its Subsidiaries as of the date of such financial statements and the results of operations and cash flows of the Parent and its Subsidiaries for the period of such financial statements in accordance with GAAP [applied in a manner consistent with that of the most recent audited financial statements furnished to the Administrative Agent, subject to the absence of footnotes and normal year-end adjustments].14 2. The undersigned has reviewed the terms of the Financing Agreement and the other Loan Documents. 3. [The review described in paragraph 2 above did not disclose the existence of, and the undersigned has no knowledge of the existence of, the occurrence of any Default or Event of Default that is continuing as of the date hereof.] [Attached as Annex [_] hereto is a list of each Default and/or Event of Default that has occurred and is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation a description of the automatic stay under Section 362(anature and period of existence thereof and the action(s) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms Loan Parties have taken, are taking and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, propose to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFwith respect thereto.]

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. 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 any Approved Electronic System 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 New YorkIllinois. This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) is delivered pursuant to that certain Third Amended and Restated Credit Agreement, dated as of April 23, 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “10 Xxxxx Xxxxxxxx 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Suite IL1-0364 Telephone: [ ] Email: [ ] Attention: [ ] Copy to: JPMorgan Chase Bank, N.A., as Administrative Agent [ADDRESS] Attention: [ ] Ladies and Gentlemen: A. as Administrative Agent”). Section 1. Pursuant Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. This notice constitutes a Borrowing Request and the Borrower hereby gives you notice, pursuant to Section 6.13 2.03 of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes it requests a Guarantor Borrowing under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereofin that connection the Borrower specifies the following information with respect to such Borrowing: (A) Aggregate principal amount of Borrowing:5 $_________________ (B) Date of Borrowing (which is a Business Day):________________ (C) Type of Borrowing:6 ____________________________________ (D) Interest Period:7 _____________________ _________________ 5 Must comply with Section 2.02(c) of the Credit Agreement. 6 Specify ABR Borrowing or Eurodollar Borrowing. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. (E) Location and number of the Borrower’s account to which proceeds of the requested Borrowing are to be disbursed: [NAME OF BANK] (Account No.: ______________)] The Borrower hereby certifies that the conditions specified in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement have been satisfied and that, after giving effect to the Borrowing requested hereby, the notice address Total Revolving Credit Exposure shall not exceed the maximum amount thereof specified in Section 2.01 of the undersigned shall be the address as set forth on the signature page hereofCredit Agreement. In case any provision in or obligation under this Agreement shall be invalidVery truly yours, illegal or unenforceable in any jurisdictionRLI CORP., the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.by Name: Title: __________________________________

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon or arising out of this Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. This COUNTERPART AGREEMENT, dated [ ] THIS AMENDED AND RESTATED GUARANTY (this “Counterpart AgreementGuaranty”) is delivered pursuant to that certain Third Amended and Restated Credit Agreement, dated as of April 23executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, 2014 (as it may be amended, supplemented or otherwise modifiedtogether with such other Persons each a “Guarantor” and collectively, the “Credit AgreementGuarantors”; the terms defined therein and not otherwise defined herein being used herein as therein defined)) in favor of XXXXX FARGO BANK, by and among Xxxxxxx Xxxxxxxx EnergyNATIONAL ASSOCIATION, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant to Section 6.13 of ) for the Credit Agreement, the undersigned hereby: (a) agrees Lenders under that this Counterpart Agreement may be attached to the certain Amended and Restated First Lien Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct dated as of such earlier date December 10, 2020 (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereofamended, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become duerestated, whether at stated maturity, by required prepayment, declaration, acceleration, demand supplemented or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees modified from time to time, upon request of the “Credit Agreement”), by and among PREIT Associates, L.P. (“PREIT”), PREIT-XXXXX, Inc. (“PREIT-Xxxxx”), Pennsylvania Real Estate Investment Trust (the “Parent”; together with PREIT and PREIT-Xxxxx, each individually, a “Borrower” and collectively, the “Borrower”), the financial institutions party thereto and their assignees under Section 12.6(b) thereof (the “Lenders”), the Administrative Agent, to take such additional actions and to execute the other parties thereto, for its benefit and deliver such additional documents the benefit of the Issuing Banks and instruments as the Lenders (the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereofAgent, the notice address of Issuing Banks and the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalidLenders, illegal or unenforceable in any jurisdictioneach individually a “Guarantied Party” and collectively, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF“Guarantied Parties”).

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 Commonwealth of New YorkPennsylvania [confirm that choice of law provision parallels the Credit Agreement]. This COUNTERPART AGREEMENT1 The Administrative Agent should consider whether this method conforms to its systems. In some circumstances, dated the following alternative language may be appropriate: “From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.” [Date]_______________________, 20____ East West Bank, as Agent One Oxford Centre 0000 Xxxxx Xxxxx, 0xx Xxxxx Xx Xxxxx, XX 00000 Attention: Loan Servicing Department Ladies and Gentlemen: The undersigned, [ ] (this “Counterpart Agreement”) is delivered pursuant ], refers to that certain Third Amended and Restated the Credit Agreement, dated as of April 23June 30, 2014 2015 among the undersigned, the LENDERS party thereto and EAST WEST BANK, as Agent (together with its respective successors and assigns, the “Agent”), (as it the same may from time to time be amended, supplemented restated or otherwise modified, the “Credit Agreement”; , the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energyhereby gives you notice, Inc., as Borrower, certain Subsidiaries pursuant to Section 3.2 of Borrower, as Guarantors, the Lenders party theretoCredit Agreement that the undersigned hereby requests a [Facility [A][B] Revolving][Term] Loan under the Credit Agreement, and JPMorgan Chase Bank, N.A., as Administrative Agent in connection therewith sets forth below the information relating to the Loan (the “Administrative AgentProposed Loan”). ) as required by Section 1. Pursuant to Section 6.13 3.2 of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all The Business Day of the terms thereof;Proposed Loan is __________, 20__. (b) represents The amount of the Proposed Loan is $_______________. (c) The Proposed Loan is to be a [LIBOR Rate Loan] [Base Rate Loan]. The undersigned hereby certifies on behalf of Borrower that the following statements are true on the date hereof, and warrants that each will be true on the date of the Proposed Loan: (i) the representations and warranties set forth contained in Article IV of the Credit Agreement and each or in any other Loan Document (whether made by the Borrower or another Loan Party) are correct in all material respects on and applicable to as of the undersigned is true and correct both date of the Proposed Loan, before and after giving effect to this Counterpart Agreementthe Proposed Loan, as though made on and as of such date (except to the extent that any such representation representations and warranty relates warranties relate solely to any an earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (cii) certifies that no (i) Default of which the Borrower has knowledge or (ii) Event of Default has occurred and is continuing, or would result from the Proposed Loan; and (iii) the conditions set forth in Section 2.[1][2] and Section 5.2 of the Credit Agreement have been satisfied. Very truly yours, APPLIED OPTOELECTRONICS, INC. By:____________________ Name:_________________ Title:__________________ [Date]_______________________, 20____ East West Bank, as Agent One Oxford Centre 0000 Xxxxx Xxxxx, 0xx Xxxxx Xx Xxxxx, XX 00000 Attention: Loan Servicing Department Reference is continuing made to the Credit Agreement dated as of June 30, 2015, by and among Applied Optoelectronics, Inc., the Lenders party thereto and East West Bank, as Agent, as amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Credit Agreement. The undersigned, [NAME OF SIGNATORY], the [chief financial officer/chief executive officer/treasurer], hereby certifies and warrants that the following schedule and supporting information accurately state the Borrowing Base of the Borrower as of the date hereof, or will result from the transactions contemplated hereby on the date hereof;: A. Net Value of Eligible Accounts $________ B. Reserves against Eligible Accounts $________ C. Available Eligible Accounts (dline A minus line B) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, $________ D. Advance rate 85% E. AR Availability (line C multiplied by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(aline D) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.$________

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENT, dated [ ] EXHIBIT F FORM OF JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Counterpart the "Agreement”) is delivered pursuant to that certain Third Amended and Restated Credit Agreement"), dated as of April 23_____________, 2014 20__, is by and between _____________________, a ___________________ (the "Subsidiary"), and BANK OF AMERICA, N.A., in its capacity as Administrative Agent under that certain Credit Agreement (as it may be amended, supplemented or otherwise modified, restated or supplemented from time to time, the “"Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein "), dated as therein defined)of December 23, 2005, by and among Xxxxxxx Xxxxxxxx EnergyLONGVIEW FIBRE COMPANY, Inc.a Washington corporation (the "Company"), as BorrowerLONGVIEW FIBRE PAPER AND PACKAGING, certain Subsidiaries of BorrowerINC., as Guarantorsa Washington corporation ("TRS" and together with the Company, the "Borrowers"), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, thereto and JPMorgan Chase BankBank of America, N.A., as Administrative Agent (Agent. All of the “defined terms in the Credit Agreement are incorporated herein by reference. The Loan Parties are required by Section 6.13 of the Credit Agreement to cause the Subsidiary to become a "Guarantor". Accordingly, the Subsidiary hereby agrees as follows with the Administrative Agent”). Section , for the benefit of the Lenders, that the Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary will be deemed to be a party to the Credit Agreement and a "Guarantor" for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1. Pursuant , the Subsidiary hereby jointly and severally together with the other Guarantors, guarantees to Section 6.13 each Lender and the Administrative Agent, as provided in Article XI of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement prompt payment and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all performance of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment Obligations in full of all Obligations when the same shall become due, due (whether at stated maturity, by required as a mandatory prepayment, declaration, acceleration, demand by acceleration or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(aotherwise) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and strictly in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreementthereof. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective permitted 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. This COUNTERPART AGREEMENTAssignment and Assumption shall not be effective until recorded in the Register. Bank of America, dated [ ] (this “Counterpart Agreement”) is delivered pursuant to that certain Third N.A., as Administrative Agent 000 X. Xxxxx Xx., 0xx Xxxxx XX0-000-00-00 Xxxxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxx Tel: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxx.xxxxxx@xxxx.xxx Re: Amended and Restated First Lien Credit Agreement, dated as of April 23October 27, 2014 2021 (as it may be amended, restated, extended, supplemented or otherwise modifiedmodified in writing 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 Xxxxxxx Xxxxxxxx EnergyOption Care Health, Inc. (f/k/a BioScrip, Inc.), as a Delaware corporation (the “Company” or the “Parent Borrower, certain Subsidiaries of Borrower, as Guarantors”), the Lenders other Borrowers party theretothereto from time to time, and JPMorgan Chase Bankthe Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent and the Lenders and other parties from time to time party thereto. Dear Sir: The undersigned (the “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 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 AgentAgent 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:_______ To: [Bank of America, N.A.], as Auction Agent Ladies and Gentlemen: This Acceptance and Prepayment Notice is delivered to you pursuant to (a) Section 2.05(a)(v)(D) of that certain Amended and Restated First Lien Credit Agreement, dated as of October 27, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”). Section 1, among Option Care Health, Inc. (f/k/a BioScrip, Inc.), a Delaware corporation (the “Company” or the “Parent Borrower”), the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent and the Lenders and other parties from time to time party thereto, and (b) that certain Solicited Discounted Prepayment Notice, dated ______, 20__, from the applicable Borrower Party (the “Solicited Discounted Prepayment Notice”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement. Pursuant to Section 6.13 2.05(a)(v)(D) of the Credit Agreement, the undersigned hereby: Borrower Party hereby irrevocably notifies you that it accepts offers delivered in response to the Solicited Discounted Prepayment Notice having an Offered Discount equal to or greater than [[__]% in respect of the Term Loans] [[__]% in respect of the [__]1 Class of Term Loans] (athe “Acceptable Discount”) agrees in an aggregate amount not to exceed the Solicited Discounted Prepayment Amount. The Borrower Party hereby represents and warrants to the Auction Agent and [the Term Lenders][each Term Lender of the [__]2 Class of Term Loans] that this Counterpart Agreement may be attached no Event of Default has occurred and is continuing. The Borrower Party acknowledges that the Auction Agent and the relevant Term Lenders are relying on the truth and accuracy of the foregoing representations and warranties in connection with the acceptance of any prepayment made in connection with a Solicited Discounted Prepayment Offer. The Borrower Party requests that the Auction Agent promptly notify each Term Lender party to the Credit Agreement of this Acceptance and Prepayment Notice. The Borrower Party expressly agrees that by the execution this Acceptance and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement Prepayment Notice shall be irrevocable and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable is subject to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as provisions of such earlier date (if applicable to the undersigned); (cSection 2.05(a)(v)(D) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that . [The remainder of this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term page is defined in the Security Agreementintentionally left blank.] 1 List applicable Class(es) of the undersignedTerm Loans (e.g., in each case whether now Term B Loans, Incremental Term Loans, Refinancing Term Loans or hereafter existing Extended Term Loans). 2 List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term Loans or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security AgreementExtended Term Loans). Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

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. 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 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 New York. This COUNTERPART AGREEMENTARES CAPITAL CORPORATION as the Administrative Agent under the Credit Agreement referred to below 000 Xxxx Xxxxxx, dated [ ] 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Portfolio Manager – RTI Surgical Re: RTI SURGICAL, INC., a Delaware corporation (this the “Counterpart AgreementBorrower”) Reference is delivered pursuant made to that certain Third Amended and Restated the Second Lien Credit Agreement, dated as of April 23March 8, 2014 2019 (as it the same may be amended, restated, amended and restated, supplemented or otherwise modifiedmodified from time to time, the “Credit Agreement”; ), by and among the Borrower, the other Loan Parties from time to time party thereto and the Lenders from time to time party thereto and Ares Capital Corporation, as the Administrative Agent for the Lenders. Capitalized terms defined therein used herein and not otherwise defined herein being are used herein as therein defined)defined in the Credit Agreement. The Borrower hereby gives you irrevocable notice, by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Section 1. Pursuant pursuant to Section 6.13 2.08 of the Credit Agreement, Agreement of its request for the undersigned herebyfollowing: (ai) agrees that this Counterpart Agreement may be attached to a continuation, on _______ __, 20__, as LIBOR Loans having an Interest Period of ___ months of [a portion of] the Credit Agreement and that by Term Loan in an aggregate outstanding principal amount of $_______ having an Interest Period ending on the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereofproposed date for such continuation; (bii) represents and warrants that each a conversion, on _______ __, 20__, to LIBOR Loans having an Interest Period of ___ months of [a portion of] the representations and warranties set forth Term Loan in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as an aggregate outstanding principal amount of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement$_______; and (eiii) (i) agrees that this counterpart may also be attached a conversion, on _______ __, 20__, to Base Rate Loans, of [a portion of] the Security AgreementTerm Loan in an aggregate outstanding principal amount of $_________. [In connection herewith, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminatedhereby certifies that, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on Schedule A attached hereto, no Event of Default has occurred and is continuing on the signature page hereof. In case any provision in date hereof.]2 RTI SURGICAL, INC., a Delaware corporation, as the Borrower By: Name: Title: 2 To be included only if Loans are being converted into or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFcontinued as LIBOR 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). * * * EXHIBIT B FORM OF LOAN REQUEST [Date] National City Bank, as Administrative Agent for the Lenders party to the Credit Agreement referred to below [_________________] [_________________] [_________________] Attention: ___________ Ladies and Gentlemen: TAL International Container Corporation, a Delaware corporation (the "Borrower"), submits this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law Loan Request pursuant to Section 12.3 of the State of New York. This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) is delivered pursuant to that certain Third Amended and Restated Credit Agreement, dated as of April 23August ____, 2014 2007 (as it may be amended, restated, modified and/or supplemented or otherwise modifiedfrom time to time, the “"Credit Agreement”; ," the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as the Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders lenders from time to time party theretothereto (the "Lenders"), and JPMorgan Chase National City Bank, N.A., as Administrative Agent (the “"Agent") and as Collateral Agent for such Lenders. All capitalized terms used in this Loan Request shall have the meanings specified in the Credit Agreement unless otherwise defined herein. We hereby represent, warrant and certify to you that, as of the date hereof and after giving effect to the Loan requested hereby, (i) there exists no Default or Event of Default, (ii) all representations and warranties contained in the Credit Agreement and in each other Loan Document are true and correct in all material respects with the same effect as though such representations and warranties are being made on the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date) and (ii) the aggregate outstanding Extensions of Credit (after giving effect to this requested Loan) do not exceed the Aggregate Commitments. The Borrower requests that the Agent make a LIBOR Rate Loan on [proposed Funding Date] for the Interest Period commencing on [proposed Funding Date] ending on [______________ ____, ________] in the principal amount of [$_____________]. * * * Please acknowledge receipt of this letter by signing and returning to us the enclosed copy. Very truly yours, TAL INTERNATIONAL CONTAINER CORPORATION By:____________________________ Name: Title: EXHIBIT C-1 FORM OF REVOLVING CREDIT NOTE $________________ [Date] FOR VALUE RECEIVED, TAL INTERNATIONAL CONTAINER CORPORATION, a Delaware corporation (the "Borrower"), promises to pay to ____________ or its registered assigns (the "Lender"), in lawful money of the United States of America in immediately available funds, at the office of National City Bank (the "Administrative Agent”). ") initially located at _____________________________, on the Availability Termination Date (as defined in the Credit Agreement referred to below) the principal sum of _____________ DOLLARS ($_____) or, if less, the unpaid principal amount of all Revolving Credit Loans (as defined in the Credit Agreement) made by the Lender pursuant to the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount hereof in like money at said office from the date hereof until paid at the rates and at the times provided in Section 1. Pursuant to Section 6.13 4 of the Credit Agreement. The Borrower promises to pay interest, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached on demand, on any overdue principal and fees and, to the Credit Agreement and that extent permitted by the execution and delivery hereoflaw, the undersigned becomes overdue interest from their due dates at a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties rate or rates determined as set forth in the Credit Agreement Agreement. The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The non-exercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. The Borrower irrevocably authorizes each other Lender to make or cause to be made, at or about the time of the Funding Date of any Loan Document or at the time of receipt of any payment of principal on such Lender's Revolving Credit Note, an appropriate notation on such Revolving Credit Note's Record reflecting the making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Loans set forth on such Record shall be prima facie evidence absent manifest error of the principal amount thereof owing and applicable unpaid to such Lender, but the undersigned is true and correct both before and after giving effect failure to this Counterpart Agreementrecord, except to the extent that or any error in so recording, any such representation and warranty relates solely to any earlier date, in which case amount on such representation and warranty is true and correct as of such earlier date (if applicable to Record shall not limit or otherwise affect the undersigned); (c) certifies that no Default has occurred or is continuing as obligations of the date hereof, Borrower hereunder or will result from the transactions contemplated hereby under any Revolving Credit Note to make payments of principal of or interest on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations any Revolving Credit Note when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation . This Note is one of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and Revolving Credit Notes referred to in accordance with Article VIII of the Credit Agreement; and , dated as of August _____, 2007 among the Borrower, the lenders from time to time party thereto (e) (i) agrees that this counterpart may also be attached to including the Security AgreementLender), (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of and the undersigned’s right, title and interest in and to all “Collateral” Collateral Agent (as such term is defined in the Security Agreement) of the undersignedamended, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees restated, modified and/or supplemented from time to time, upon request the "Credit Agreement"), and is entitled to the benefits thereof and of the Administrative Agentother Loan Documents (as defined in the Credit Agreement). This Note is secured by the Security Documents (as defined in the Credit Agreement). This Note is subject to voluntary prepayment and mandatory repayment prior to the Availability Termination Date, to take such additional actions in whole or in part, as provided in the Credit Agreement. All terms and to execute and deliver such additional documents and instruments provisions of the Credit Agreement are herein incorporated by reference as if set forth herein in their entirety. In the Administrative Agent may reasonably request to effect event of any conflict between this Revolving Credit Note, on the transactions contemplated byone hand, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereofon the other hand, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Credit Agreement shall control. If an Event of Default (as defined in the Credit Agreement) shall occur and be invalid, illegal or unenforceable in any jurisdictioncontinuing, the validity, legality principal of and enforceability of accrued interest on this Note may become or be declared to be due and payable in the remaining provisions or obligations, or of such provision or obligation manner and with the effect provided in any other jurisdiction, shall not in any way be affected or impaired therebythe Credit Agreement. THIS AGREEMENT SHALL BE GOVERNED BY, AND NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND BE GOVERNED BY THE INTERNAL LAWS LAW OF THE STATE OF NEW YORK, WITHOUT REGARD YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW BUT OTHERWISE EXCLUDING THE LAWS APPLICABLE TO CONFLICT CONFLICTS OR CHOICE OF LAWS PRINCIPLES THEREOFLAW).

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System facsimile 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 New York. This COUNTERPART AGREEMENTJPMorgan Chase Bank, dated [ ] N.A., as Administrative Agent, and the Lenders that are parties to the Credit Agreement referred to below 0000 Xxxxxx Xx., 10th Floor Houston, TX 77002 Attention: Utilities Department North American Finance Group Ladies and Gentlemen: The undersigned, Commonwealth Edison Company (this the “Counterpart AgreementBorrower”) is delivered pursuant ), refers to that certain Third Amended and Restated the Credit Agreement, dated as of April 23October 3, 2014 (as it may be amended2007, supplemented or otherwise modified, among the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, modified or supplemented from time to time, the “Administrative AgentCredit Agreement”). Section 1. Pursuant , and hereby gives you notice, irrevocably, pursuant to Section 6.13 2.02(a)(i) of the Credit Agreement that the undersigned 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 2.02(a)(i) of the Credit Agreement, the undersigned hereby: (ai) agrees The Business Day of the Proposed Borrowing is , 20 . (ii) The Type of Advances to be made in connection with the Proposed Borrowing is [Base Rate Advances] [Eurodollar Advances]. (iii) The aggregate amount of the Proposed Borrowing is $ . (iv) If applicable, the Interest Period for each Eurodollar Advance made as part of the Proposed Borrowing is [ days] [ month[s]]. The undersigned hereby certifies that this Counterpart Agreement may the following statements are true on the date hereof, and will be attached to true on the date of the Proposed Borrowing: (A) the representations and warranties of the undersigned contained in Section 4.01 of the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of excluding the representations and warranties set forth in Section 4.01(e)(ii) and the first sentence of Section 4.01(f) of the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both Agreement) are correct, before and after giving effect to this Counterpart Agreement, except the Proposed Borrowing and to the extent that any such representation application of the proceeds therefrom, as though made on and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreementdate; and (eB) (i) agrees no event has occurred and is continuing, or would result from the Proposed Borrowing or from the application of the proceeds therefrom, that this counterpart may also be attached constitutes an Event of Default or Unmatured Event of Default. Very truly yours, COMMONWEALTH EDISON COMPANY By Name: Title: , 20 JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement referred to below Ladies/Gentlemen: Please refer to the Security AgreementCredit Agreement dated as of October 3, 2007 among Commonwealth Edison Company, as borrower (ii) agrees that the undersigned will comply with all the terms “Borrower”), various financial institutions and conditions of the Security Agreement JPMorgan Chase Bank, N.A., as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersignedamended, in each case whether now modified, extended or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees restated from time to time, upon request the “Credit Agreement”). Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement. In accordance with Section 2.18 of the Credit Agreement, the Borrower hereby requests an increase in the Aggregate Commitment Amount from $ to $ . Such increase shall be made by [increasing the Commitment Amount of from $ to $ ] [adding as a Lender under the Credit Agreement with a Commitment Amount of $ ] as set forth in the letter attached hereto. Such increase shall be effective three Business Days after the date that the Administrative AgentAgent accepts the letter attached hereto or such other date as is agreed among the Borrower, the Administrative Agent and the [increasing] [new] Lender. The Borrower certifies that (A) the representations and warranties contained in Section 4.01 of the Credit Agreement will be correct on the date of the increase requested hereby, before and after giving effect to take such additional actions increase, as though made on and as of such date; and (B) no Event of Default or Unmatured Event of Default exists on and as of such date. Very truly yours, COMMONWEALTH EDISON COMPANY By: Name: Its: , 20 JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement referred to below Ladies/Gentlemen: Please refer to the letter dated , 20 from Commonwealth Edison Company (the “Borrower”) requesting an increase in the Aggregate Commitment Amount from $ to $ pursuant to Section 2.18 of the Credit Agreement dated as of October 3, 2007 among the Borrower, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, modified, extended or restated from time to time, the “Credit Agreement”). Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement. The undersigned hereby confirms that it has agreed to increase its Commitment Amount under the Credit Agreement from $ to $ effective on the date which is three Business Days after the acceptance hereof by the Administrative Agent or on such other date as may be agreed among the Borrower, the Administrative Agent and the undersigned. Very truly yours, [NAME OF INCREASING LENDER] By: Title: Accepted as of , 20 JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: , 20 JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement referred to below Ladies/Gentlemen: Please refer to the letter dated , 20 from Commonwealth Edison Company (the “Borrower”) requesting an increase in the Aggregate Commitment Amount from $ to $ pursuant to Section 2.18 of the Credit Agreement dated as of October 3, 2007 among the Borrower, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, modified, extended or restated from time to time, the “Credit Agreement”). Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement. The undersigned hereby confirms that it has agreed to become a Lender under the Credit Agreement with a Commitment Amount of $ effective on the date which is three Business Days after the acceptance hereof, and consent hereto, by the Administrative Agent or on such other date as may be agreed among the Borrower, the Administrative Agent and the undersigned. The undersigned (a) acknowledges that it has received a copy of the Credit Agreement and the Schedules and Exhibits thereto, together with copies of the most recent financial statements delivered by the Borrower pursuant to the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to become a Lender under the Credit Agreement; and (b) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Credit Agreement. The undersigned represents and warrants that (i) it is duly organized and existing and it has full power and authority to take, and has taken, all action necessary to execute and deliver this letter and to become a Lender under the Credit Agreement; and (ii) no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution and delivery of this letter and the performance of its obligations as a Lender under the Credit Agreement. The undersigned agrees to execute and deliver such additional documents other instruments, and instruments take such other actions, as the Administrative Agent may reasonably request to effect in connection with the transactions contemplated byby this letter. The following administrative details apply to the undersigned: (A) Notice Address: Legal name: Address: Attention: Telephone: ( ) Facsimile: ( ) (B) Payment Instructions: Account No.: At: Reference: Attention: The undersigned acknowledges and agrees that, on the date on which the undersigned becomes a Lender under the Credit Agreement as set forth in the second paragraph hereof, the undersigned will be bound by the terms of the Credit Agreement as fully and to carry out the intent of, this Counterpart same extent as if the undersigned were an original Lender under the Credit Agreement. Neither this Counterpart Agreement nor any term hereof may Very truly yours, [NAME OF NEW LENDER] By: Title: Accepted as of , 20 JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Title: 5 To be changed, waived, discharged or terminated, except by an instrument in writing signed added only if the consent of other parties (e.g. Swingline Lenders and LC Issuer) is required by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 terms of the Credit Agreement. , 20 Pursuant to the Credit Agreement, dated as of October 3, 2007, among Commonwealth Edison Company (the “Borrower”), various financial institutions and for all purposes thereofJPMorgan Chase Bank, N.A., as Administrative Agent (as amended, modified or supplemented from time to time, the notice address “Credit Agreement”), the undersigned, being of the Borrower, hereby certifies on behalf of the Borrower as follows: 1. [Delivered] [Posted concurrently]* herewith are the financial statements prepared pursuant to Section 5.01(b)[(ii)/(iii)] of the Credit Agreement for the fiscal ended , 20 . All such financial statements comply with the applicable requirements of the Credit Agreement. * Applicable language to be used based on method of delivery. 2. Schedule I hereto sets forth in reasonable detail the information and calculations necessary to establish the Borrower’s compliance with the provisions of Section 5.02(c) of the Credit Agreement as of the end of the fiscal period referred to in paragraph 1 above. 3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned shall be with a view to determining whether during such fiscal period the address as set forth on Borrower performed and observed all its obligations under the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFCredit 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System facsimile 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 New YorkIllinois. This COUNTERPART AGREEMENT[Date] JPMorgan Chase Bank, dated [ ] N.A., as Administrative Agent, and the Lenders that are parties to the Credit Agreement referred to below 0000 Xxxxxx Xx., 10th Floor Houston, TX 77002 Attention: Utilities Department North American Finance Group Ladies and Gentlemen: The undersigned, Commonwealth Edison Company (this the “Counterpart AgreementBorrower”) is delivered pursuant ), refers to that certain Third Amended and Restated the Credit Agreement, dated as of April 23October 18, 2014 (as it may be amended2013, supplemented or otherwise modified, among the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, modified or supplemented from time to time, the “Administrative AgentCredit Agreement”), and hereby gives you notice, irrevocably, pursuant to Section 2.02(a) of the Credit Agreement that the undersigned 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 2.02(a) of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is , 20 . (ii) The Type of Advances to be made in connection with the Proposed Borrowing is [Base Rate Advances] [Eurodollar Advances]. (iii) The aggregate amount of the Proposed Borrowing is $ . (iv) The Interest Period for each Eurodollar Advance made as part of the Proposed Borrowing is [ month[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 undersigned contained in Section 14.01 of the Credit Agreement (excluding the representations and warranties set forth in Section 4.01(e)(ii) and the first sentence of Section 4.01(f) of the Credit Agreement) are correct, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (B) no event has occurred and is continuing, or would result from the Proposed Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or Unmatured Event of Default; and (C) after giving effect to the Proposed Borrowing, the undersigned will not have exceeded any limitation on its ability to incur indebtedness (including any limitation imposed by any governmental or regulatory authority). Very truly yours, By Name: Title: Please refer to the Credit Agreement, dated as of October 18, 2013 among Commonwealth Edison Company, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, modified or supplemented from time to time, the “Credit Agreement”). Capitalized terms used but not defined herein have the respective meanings given thereto in the Credit Agreement. Pursuant to Section 6.13 3.02 of the Credit Agreement, the undersigned hereby: [(a)] consents to a Borrowing in the aggregate amount of $[ ] on [date] [and (b) agrees that this Counterpart Agreement such Borrowing may be attached consist of Eurodollar Rate Advances]. The forgoing consent and agreement shall become effective when the Administrative Agent has received counterparts hereof signed by all Lenders. By Name: Title: Pursuant to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct dated as of such earlier date October 18, 2013, among Commonwealth Edison Company (if applicable to the undersigned“Borrower”); (c) certifies that no Default has occurred or is continuing , various financial institutions and JPMorgan Chase Bank, N.A., as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersignedamended, in each case whether now modified or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees supplemented from time to time, upon request of the Administrative Agent“Credit Agreement”), to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect undersigned, being 1. [Delivered] [Posted concurrently]* herewith are the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given financial statements prepared pursuant to Section 11.01 5.01(b)[(ii)/(iii)] of the Credit Agreement for the fiscal ended , 20 . All such financial statements comply with the applicable requirements of the Credit Agreement, . *Applicable language to be used based on method of delivery. 2. Schedule I hereto sets forth in reasonable detail the information and for all purposes thereof, calculations necessary to establish the notice address Borrower’s compliance with the provisions of Section 5.02(c) of the undersigned shall be the address Credit Agreement as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or end of such provision or obligation the fiscal period referred to in any other jurisdiction, shall not in any way be affected or impaired therebyparagraph 1 above. 3. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.(Check one and only one:)

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. EXHIBIT L NOTICE OF BORROWING __________, 20____ Wachovia Bank, National Association, as Administrative Agent One Wachovia Center 301 South College Street Charlotte, North Carolina 28288-0680 Attentiox: Xxxxxxxxxxx Xxxxxx Xxxxxxxx Xx: Xxxxxx Xxxxxxxxx (as amended and modified from time to time, the "Credit Agreement") dated as of August 16, 2005 by and among Darden Restaurants, Inc., the Banks from time to time partixx xxereto, and Wachovia Bank, National Association, as Administrative Agent and Issuing Bank Gentlemen: Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a [Eurocurrency Borrowing][Base Rate Borrowing] in the aggregate principal amount of ___________ [APPLICABLE CURRENCY] to be made on ________, ____, and for interest to accrue thereon at the rate established by the Credit Agreement for [Eurocurrency Loans] [Base Rate Loans]. [The Interest Period with respect to such Eurocurrency Loan shall be for [1 month] [2 months] [3 months] [6 months].] The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this ___ day of ___________, 20____. DARDEN RESTAURANTS, INC. By: ------------------------------ Print: -------------------------- Title: -------------------------- EXHIBIT M NOTICE OF CONTINUATION OR CONVERSION _____________________, 20____ Wachovia Bank, National Association, as Administrative Agent One Wachovia Center 301 South College Street Charlotte, North Carolina 28288-0680 Attentiox: Xxxxxxxxxxx Xxxxxx Xxxxxxxx Xx: Xxxxxx Xxxxxxxxx (as amended and modified from time to time, the "Credit Agreement") dated as of August 16, 2005 by and among Darden Restaurants, Inc., the Banks from time to time partixx xxereto, and Wachovia Bank, National Association, as Administrative Agent and Issuing Bank. Gentlemen: Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Continuation or Conversion is delivered to you pursuant to Section 2.04 of the Credit Agreement. With respect to the [Base Rate Loans] [Eurocurrency Loans] in the aggregate amount of __________ [APPLICABLE CURRENCY] [which has an Interest Period ending on _____________], the Borrower hereby requests that certain Third Amended such loan be [converted to a] [Base Rate Loan] [Eurocurrency Loan] [continued as a] [Eurocurrency Loan] in the aggregate principal amount of __________ [APPLICABLE CURRENCY] to be made on such date, and Restated for interest to accrue thereon at the rate established by the Credit Agreement for [Base Rate Loans] [Eurocurrency Loans]. [The Interest Period with respect to such Eurocurrency Loan shall be for [1 month] [2 months] [3 months] [6 months]]. The Borrower has caused this Notice of Continuation or Conversion to be executed and delivered by its duly authorized officer this ______ day of ____________, 20___. DARDEN RESTAURANTS, INC. By: ------------------------------ Print: -------------------------- EXHIBIT N NOTICE IN RESPECT OF ISSUANCE OF LETTERS OF CREDIT TO: The Banks party to the Credit Agreement, dated as of April 23August 16, 2014 2005 (as it may be amended, supplemented or otherwise modified, the “"Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined"), by and among Xxxxxxx Xxxxxxxx EnergyDarden Restaurants, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, such Banks and JPMorgan Chase Wachovia Bank, N.A.Nationxx Xssociation, as Administrative Agent (the “"Administrative Agent”"). Section 1. Pursuant to Section 6.13 of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

General Provisions. This Lender Assignment and Assumption Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Lender Assignment and Assumption Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Lender Assignment and Assumption Agreement by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Lender Assignment and AssumptionAgreement. This Lender Assignment Agreement shall be deemed to be a contract made under, and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. This COUNTERPART AGREEMENTDate: ___________________ Citibank, dated [ ] (this “Counterpart Agreement”) is delivered pursuant N.A., as Administrative Agent 0000 Xxxxx Xxxx, Building #3 New Castle, Delaware 19720 Royal Caribbean Cruises Ltd. 0000 Xxxxxxxxx Xxx Xxxxx, Xxxxxxx 00000 Ladies and Gentlemen: We refer to that certain Third the Amended and Restated Credit Agreement, Agreement dated as of April 23July 21, 2014 2011 (as it may be amended, restated, modified, supplemented or otherwise modifiedrenewed from time to time, the “Credit Agreement”; ) among Royal Caribbean Cruises Ltd. (the terms defined therein and not otherwise defined herein being used herein as therein defined“Borrower”), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party theretoreferred to therein, and JPMorgan Chase BankCitibank, N.A., as Administrative Agent administrative agent (in such capacity, the “Administrative Agent”). Section 1. Pursuant Terms defined in the Credit Agreement are used herein as therein defined. This Commitment Increase Agreement is made and delivered pursuant to Section 6.13 2.14 of the Credit Agreement. Subject to the terms and conditions of Section 2.14 of the Credit Agreement, _______________________________ (the undersigned hereby: (a“Increasing Lender”) will increase its Commitment to an amount equal to $___________, on the Increased Commitment Date applicable to it. The Increasing Lender hereby confirms and agrees that this Counterpart Agreement may with effect on and after such Increased Commitment Date, the Commitment of the Increasing Lender shall be attached increased to the Credit Agreement amount set forth above, and that by the execution Increasing Lender shall have all of the rights and delivery hereof, be obligated to perform all of the undersigned becomes obligations of a Guarantor Lender under the Credit Agreement and agrees to be bound by all of with a Commitment in the terms thereof; (b) represents and warrants that each of the representations and warranties amount set forth in above. Effective on the Credit Agreement and each other Loan Document and Increased Commitment Date applicable to it, the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) Increasing Lender (i) agrees that this counterpart may also accepts and assumes from the assigning Lenders, without recourse, such assignment of Advances as shall be attached necessary to effectuate the Security Agreement, (ii) agrees that adjustments in the undersigned will comply with all the terms and conditions Ratable Shares of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Lenders contemplated by Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 2.14 of the Credit Agreement, and (ii) to the extent there are Advances outstanding on such Increased Commitment Date, agrees to fund on such Increased Commitment Date such assumed amounts of Advances to the Administrative Agent for all purposes thereof, the notice address account of the undersigned shall be assigning Lenders in accordance with the address as set forth on provisions of the signature page hereofCredit Agreement, in the amount notified to the Increasing Lender by the Administrative Agent. In case any provision in or obligation under this This Commitment Increase Agreement shall be invalid, illegal or unenforceable in any jurisdiction, constitute a Loan Document under the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired therebyCredit Agreement. THIS COMMITMENT INCREASE AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFNOTWITHSTANDING ITS EXECUTION OUTSIDE SUCH STATE.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. The undersigned, on behalf of Consolidated Communications, Inc., an Illinois corporation ( the “Borrower”), hereby certifies to the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows: 1. This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) certificate is delivered to you pursuant to that certain Third Section 5.01(b) of the Second Amended and Restated Credit Agreement, Agreement dated as of April December 23, 2014 2013 (as it may be amended, restated, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx EnergyConsolidated Communications Holdings, Inc., as a Delaware corporation (“Holdings”), the Borrower, certain Subsidiaries of Borrowerthe financial institutions holding Loans or Commitments thereunder from time to time (the “Lenders”) and Xxxxx Fargo Bank, National Association, as Guarantorsadministrative agent (in such capacity, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Section 1) for the Lenders. Pursuant to Section 6.13 of Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement, . 2. I have reviewed the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all financial statements of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct Holdings dated as of _______________ and for the _______________ period[s] then ended and such earlier date (if applicable to statements fairly present in all material respects the undersigned); (c) certifies that no Default has occurred or is continuing financial condition of Holdings as of the date hereof, or will result from dates indicated and the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably results of their operations and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but cash flows for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; andperiod[s] indicated. (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all 3. I have reviewed the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereofthe related Loan Documents and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and the condition of Holdings during the accounting period covered by the financial statements referred to in Paragraph 2 above. Such review has not disclosed the existence during or at the end of such accounting period of any condition or event that constitutes a Default or an Event of Default, nor do I have any knowledge of the existence of any such condition or event as at the date of this certificate [except, if such condition or event existed or exists, describe the nature and period of existence thereof and what action Holdings has taken, is taking and proposes to take with respect thereto]. 4. The Available Cash, the notice address Cumulative Available Cash, the amount of the undersigned shall be the address as Subject Payments made and calculations determining such figures are set forth on the signature page hereofattached Schedule 1. In case any provision Holdings and its Subsidiaries are in compliance with each of the financial ratios and restrictions contained in the Financial Covenants as shown on such Schedule 1. WITNESS the following signatures as of the day and year first written above. CONSOLIDATED COMMUNICATIONS, INC. By: Name: Title: FOR VALUE RECEIVED, the undersigned, CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “Borrower”), promises to pay to _______________ (the “Lender”), at the place and times provided in the Credit Agreement referred to below, the principal amount of all Initial Term Loans made by the Lender pursuant to that certain Second Amended and Restated Credit Agreement dated as of December 23, 2013 (as amended, restated, supplemented or obligation under otherwise modified, the “Credit Agreement”), by and among Consolidated Communications Holdings, Inc., as Parent Guarantor, the Borrower, the Lenders who are or may become party thereto and Xxxxx Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The unpaid principal amount of this Initial Term Loan Note from time to time outstanding is subject to mandatory repayment from time to time as provided in the Credit Agreement and shall bear interest as provided in Section 2.08 of the Credit Agreement. All payments of principal and interest on this Initial Term Loan Note shall be invalidpayable in lawful currency of the United States of America in immediately available funds to the account designated in the Credit Agreement. This Initial Term Loan Note is entitled to the benefits of, illegal or unenforceable in any jurisdictionand evidences Obligations incurred under, the validityCredit Agreement, legality and enforceability to which reference is made for a description of the remaining provisions or obligations, or security for this Initial Term Loan Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Initial Term Loan Note and on which such provision or obligation in any other jurisdiction, shall not in any way Obligations may be affected or impaired therebydeclared to be immediately due and payable. THIS AGREEMENT INITIAL TERM LOAN NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS LAW OF THE STATE OF NEW YORK. The Borrower hereby waives all requirements as to diligence, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFpresentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with respect to this Initial Term Loan Note.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature (as defined in the Credit Agreement) or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System (as defined in the Credit 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 in accordance with, the law of the State of New York. This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) is delivered pursuant to that certain Third Amended and Restated Credit Agreement, dated as of April 23, 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 00 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Facsimile: Re: PAPA JOHN’S INTERNATIONAL, INC. [Date]6 Ladies and Gentlemen: Reference is hereby made to the Credit Agreement dated as of August 30, 2017 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Papa John’s International, Inc. (the “Borrower”), the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). . Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. In accordance with Section 1. Pursuant to Section 6.13 2.23 of the Credit Agreement, the undersigned hereby: hereby requests [(a)] an extension of the [insert applicable Class] Maturity Date from [____] to [____][, (b) agrees the Applicable Rate to be applied in determining the interest payable on [insert applicable Class] Loans of[, and fees payable under the Credit Agreement to,] Consenting Lenders in respect of that this Counterpart portion of their [[insert applicable Class] Loans] extended to the new Maturity Date to be [__]%, which changes shall be effective as of [•______ and (c) the amendments to the terms of the Credit Agreement may set forth below, which amendments will become effective on [____]:] [Insert amendments to Credit Agreement, if any] 6 To be attached delivered no less than 30 days from the then existing Maturity Date for the applicable Class. Very truly yours, PAPA JOHN’S INTERNATIONAL, INC., as Borrower By: Name: Title: JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 00 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Facsimile: Re: PAPA JOHN’S INTERNATIONAL, INC. Ladies and Gentlemen: Reference is hereby made to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct dated as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereofAugust 30, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” 2017 (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees amended, restated, supplemented or otherwise modified from time to time, upon request of the “Credit Agreement”), among Papa John’s International, Inc. (the “Borrower”), the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent, ”). Capitalized terms used but not defined herein shall have the meanings assigned to take such additional actions and to execute and deliver such additional documents and instruments as terms in the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Credit Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any The Borrower hereby gives you notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and for all purposes thereof, in that connection the notice address Borrower specifies the following information with respect to such Borrowing requested hereby: 1. Aggregate principal amount and Agreed Currency of Borrowing:7 __________ 2. Date of Borrowing (which shall be a Business Day): __________ 3. Type and Class of Borrowing (ABR or Eurocurrency and Revolving or Term Loan): __________ 4. Interest Period and the last day thereof (if a Eurocurrency Borrowing):8 __________ 5. Location and number of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in Borrower’s account or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way account agreed upon by the Administrative Agent and the Borrower to which proceeds of Borrowing are to be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.disbursed: __________

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. The undersigned, on behalf of National Health Investors, Inc., a corporation organized under the laws of Maryland (the “Borrower”), hereby certifies to the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows: 1. This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) certificate is delivered to you pursuant to that certain Third Section 6.2 of the Amended and Restated Credit Agreement, Agreement dated as of April 23May 1, 2014 2012 (as it may be amended, restated, supplemented or otherwise modifiedmodified 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 Xxxxxxx Xxxxxxxx Energy, Inc., as the Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders lenders who are or may become party thereto, as Lenders, and JPMorgan Chase Xxxxx Fargo Bank, N.A.National Association, as Administrative Agent (Agent. Capitalized terms used herein and not defined herein shall have the “Administrative Agent”). Section 1. Pursuant to Section 6.13 of meanings assigned thereto in the Credit Agreement, . 2. I have reviewed the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all financial statements of the terms thereof; (b) represents Borrower and warrants that each its Subsidiaries dated as of _______________ and for the _______________ period[s] then ended and such statements fairly present in all material respects the financial condition of the representations Borrower and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing its Subsidiaries as of the date hereof, or will result from dates indicated and the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably results of their operations and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but cash flows for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; andperiod[s] indicated. (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all 3. I have reviewed the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereofthe related Loan Documents and have made, the notice address or caused to be made under my supervision, a review in reasonable detail of the undersigned shall be transactions and the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability condition of the remaining provisions Borrower and its Subsidiaries during the accounting period covered by the financial statements referred to in Paragraph 2 above. Such review has not disclosed the existence during or obligations, or at the end of such provision accounting period of any condition or obligation in event that constitutes a Default or an Event of Default, nor do I have any other jurisdictionknowledge of the existence of any such condition or event as at the date of this certificate [except, shall not in any way be affected if such condition or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BYevent existed or exists, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITHdescribe the nature and period of existence thereof and what action the Borrower has taken, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOFis taking and proposes to take with respect thereto].

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New YorkColorado. This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) AMENDMENT is delivered pursuant to that certain Third Amended and Restated Credit Agreement, dated made as of April 23the day of , 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), 200 by and among Xxxxxxx Xxxxxxxx EnergyCimarex Energy Co., Inc.a Delaware corporation (the “Borrower”), as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent administrative agent under the “Credit Agreement” (as defined below) (the “Administrative Agent”). Section 1, and (the “Supplemental Lender”). The Borrower, the Administrative Agent and certain other Lenders, as described therein, are parties to an Amended and Restated Credit Agreement dated as of June 13, 2005 (as amended, supplemented, or restated, the “Credit Agreement”). All terms used herein and not otherwise defined shall have the same meaning given to them in the Credit Agreement. Pursuant to Section 6.13 15.6 of the Credit Agreement, the undersigned hereby: Borrower has the right to increase the Aggregate Commitment by obtaining additional Commitments upon satisfaction of certain conditions. This Amendment requires only the signature of the Borrower, the Administrative Agent and the Supplemental Lender so long as the Aggregate Commitment is not increased above the amount permitted by the Credit Agreement. The Supplemental Lender is either (a) agrees that this Counterpart Agreement may be attached to an existing Lender which is increasing its Commitment or (b) a new Lender which is a lending institution whose identity the Credit Agreement Administrative Agent will approve by its signature below. In consideration of the foregoing, such Supplemental Lender, from and that by after the execution date hereof shall have a **[Commitment of $ and delivery hereofif it is a new Lender, the undersigned becomes Supplemental Lender hereby assumes all of the rights and obligations of a Guarantor Lender under the Credit Agreement Agreement.]** The Borrower has executed and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable delivered to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing Supplemental Lender as of the date hereof, if requested by the Supplemental Lender, a new or will result from amended and restated Note in the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be form attached to the Security Agreement, (ii) agrees that Credit Agreement as Exhibit A to evidence the undersigned will comply with all the terms and conditions new or increased Commitment of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security AgreementSupplemental Lender. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New YorkMaryland. ANNEX 1 – Standard Terms and Conditions for Assignment and Assumption, Page 2 FOR MONTH/QUARTER/YEAR ENDED _______________________ (THE “SUBJECT PERIOD”) ADMINISTRATIVE AGENT: Patriot Capital III SBIC, L.P. BORROWER: This COUNTERPART AGREEMENT, dated [ ] Compliance Certificate (this “Counterpart AgreementCertificate”) is delivered pursuant to that certain Third Amended and Restated under the Credit Agreement, dated as of April 23, 2014 Agreement (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein ) dated as therein defined)of _______________, 20__, by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries the Lenders from time to time party thereto and Administrative Agent. Capitalized terms used in this Certificate shall, unless otherwise indicated, have the meanings set forth in the Credit Agreement. The undersigned hereby certifies to Administrative Agent and Lender as of the date hereof that: (a) he/she is the ___________________ of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A.that, as such, he/she is authorized to execute and deliver this Certificate to Administrative Agent on behalf of Borrower; (b) he/she has reviewed and is familiar with the “Administrative Agent”). Section 1. Pursuant terms of the Credit Agreement and has made, or has caused to Section 6.13 be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of Borrower during the Subject Period; (c) during the Subject Period, Borrower performed and observed each covenant and condition of the Loan Documents applicable to it and no Default or Event of Default currently exists or has occurred which has not been cured or waived by Required Lenders or all Lenders, as required by the Loan Documents; (d) the representations and warranties of Borrower contained in Article 6 of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the any representations and warranties set forth of Borrower that are contained in any document furnished at any time under or in connection with the Credit Agreement and each other Loan Document and applicable to the undersigned is Documents, are true and correct both before on and after giving effect as of the date hereof in all material respects (or in the case of such representations and warranties that are subject to this Counterpart Agreementa materiality qualification, in all respects), except to the extent that any such representation representations and warranty relates solely warranties specifically refer to any an earlier date, in which case such representation and warranty is they are true and correct as of such earlier date (if applicable to date, and except that for purposes of this Certificate, the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably representations and unconditionally guaranty the due and punctual payment warranties contained in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII 6.2 of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of refer to the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given most recent statements furnished pursuant to Section 11.01 7.1 of the Credit Agreement, including the statements in connection with which this Certificate is delivered; (e) the financial statements of Borrower attached to this Certificate were prepared in accordance with GAAP, and present, on a consolidated basis, fairly and accurately the financial condition and results of operations of Borrower and its Subsidiaries as of the end of and for all purposes thereof, the notice address Subject Period; (f) the financial covenant analyses and information set forth below are true and accurate on and as of the undersigned shall be date of this Certificate; and (g) the address status of compliance by Borrower with certain covenants of the Credit Agreement at the end of the Subject Period is as set forth on below: In Compliance as of End of Subject Period (Please Indicate) 1. Financial Statements and Reports (a) Provide annual audited FYE financial statements within 120 days after the signature page hereoflast day of each fiscal year. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, Yes No (b) Provide monthly financial statements within 45days after the validity, legality and enforceability last day of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired therebyeach month. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.Yes No

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System facsimile or in electronic (i.e., "pdf" or "tif") format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and the other Loan Documents 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 Assignment and Assumption (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York. This COUNTERPART AGREEMENTBarclays Bank PLC, as Administrative Agent (the “Administrative Agent”) for the Lenders party to the Credit Agreement referred to below, Attention: [_____] 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned refers to the Amended and Restated Credit Agreement dated [ ] as of May [__], 2013 (this as amended, supplemented or otherwise modified from time to time, the “Counterpart Credit Agreement”), among Centene Corporation (the “Company”), the lenders from time to time party thereto (the “Lenders”) is delivered and you, as Administrative Agent for such Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Company hereby gives you notice pursuant to Section 2.2.2 of the Credit Agreement that certain Third 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) Date of Borrowing (which is a Business Day) ________________________ (B) Aggregate Amount of Borrowing ________________________ (C) Type of Borrowing 1 ________________________ (D) Interest Period and the last day thereof 2 ________________________ (E) Funds are requested to be disbursed to the Company's account as follows (Account No.[______________________]) 1 Specify Base Rate borrowing or LIBOR borrowing. 2 Which shall be subject to the definition of “Interest Period” and end not later than the Termination Date (applicable for LIBOR Loans only). The Company hereby represents and warrants to 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 Section 12.2 of the Credit Agreement have been satisfied (or waived). CENTENE CORPORATION By:,______________________________ Name: Title: [Responsible Officer] Reference is made to that Amended and Restated Credit Agreement, dated as of April 23May [__], 2014 2013, among CENTENE CORPORATION (the “Company”), each lender party thereto from time to time and BARCLAYS BANK PLC, as Administrative Agent (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the ). All terms defined therein and used herein but not otherwise defined herein being are used herein as therein defined), by and among Xxxxxxx Xxxxxxxx Energy, Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, defined in the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Section 1Credit Agreement. Pursuant to Section 6.13 subsection 2.2.3 of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached Company desires to convert or to continue the Credit Agreement and that by the execution and delivery hereoffollowing Loans, the undersigned becomes a Guarantor under the Credit Agreement and agrees each such conversion and/or continuation to be bound by all effective as of [_____], 20[__]: $[_____] LIBOR Loans LIBOR Loans 1 to be converted to Base Rate Loans $[_____] Base Rate Loans to be converted to LIBOR Loans 2with Interest Period of [one] [two] [three] [six] [twelve] month[s] 3 $[_____] LIBOR Loans to be continued 4 with Interest Period of [one] [two] [three] [six] [twelve] month[s] Twelve month 5 1 LIBOR Loans may only be converted on the expiration of the terms thereof; (b) represents and warrants that each of applicable Interest Period unless the representations and warranties set forth Company shall pay all breakage costs incurred in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any connection with such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreementconversion. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System 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 New York. To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) Designated Borrower Request and Assumption Agreement is made and delivered pursuant to Section 2.14 of that certain Third Second Amended and Restated Credit Agreement, dated as of April 23August 27, 2014 2019 (as it may be amended, restated, extended, supplemented or otherwise modifiedmodified in writing 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 Xxxxxxx Xxxxxxxx EnergyCorporation, Inc.a Delaware corporation (the “Company”), as Borrower, certain Subsidiaries of Borrower, as Guarantorsthe Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and JPMorgan Chase BankBank of America, N.A., as Administrative Agent and a Swing Line Lender, and reference is made thereto for full particulars of the matters described therein. All capitalized terms used in this Designated Borrower Request and Assumption Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Each of ______________________ (the “Designated Borrower”) and the Company hereby confirms, represents and warrants to the Administrative Agent”). Agent and the Lenders that the Designated Borrower is a Subsidiary of the Company. The documents required to be delivered to the Administrative Agent under Section 1. Pursuant 2.14 of the Credit Agreement will be furnished to Section 6.13 the Administrative Agent in accordance with the requirements of the Credit Agreement. The parties hereto hereby confirm that with effect from the date hereof, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached Designated Borrower shall have obligations, duties and liabilities toward each of the other parties to the Credit Agreement and that by identical to those which the execution and delivery hereof, Designated Borrower would have had if the undersigned becomes a Guarantor under Designated Borrower had been an original party to the Credit Agreement as a Borrower. The Designated Borrower confirms its acceptance of, and agrees to be bound by consents to, all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement warranties, covenants, and each other Loan Document terms and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII provisions of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, (ii) agrees . The parties hereto hereby request that the undersigned will comply with all the terms Designated Borrower be entitled to receive Committed Loans and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to the Administrative Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Security Agreement. Section 2. The undersigned agrees from time to time, upon request of the Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of Bid Loans under the Credit Agreement, and understand, acknowledge and agree that neither the Designated Borrower nor the Company on its behalf shall have any right to request any Committed Loans for all purposes thereof, its account unless and until the notice address date one (1) Business Day after the effective date designated by the Administrative Agent in a Designated Borrower Notice delivered to the Company and the Lenders pursuant to Section 2.14 of the undersigned shall be the address as set forth on the signature page hereofCredit Agreement. In case any provision in or obligation under this This Designated Borrower Request and Assumption Agreement shall be invalid, illegal or unenforceable in any jurisdiction, constitute a Loan Document under the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired therebyCredit Agreement. THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS LAW OF THE STATE OF NEW YORK, WITHOUT REGARD YORK APPLICABLE TO CONFLICT OF LAWS PRINCIPLES THEREOFAGREEMENTS 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.