Common use of General Provisions Clause in Contracts

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ACCEPTANCE ASSUMPTION Reference is made to the Credit and Guaranty Agreement, dated as of December [ ], 2018 (AFFILIATED LENDER) This as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Acceptance Assumption (this “Assignment and AcceptanceAssignment”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement. The Standard Terms and Conditions set forth in Annex 1 attached Assignor identified on Schedule I hereto (the “Standard Terms and ConditionsAssignor”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest Assignee identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above Schedule I hereto (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i“Assignee”) and (ii) above being referred to herein collectively agree as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.follows:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. This Delivery of an executed counterpart of a signature page of this Assignment and Acceptance and the rights and obligations by telecopy shall be effective as delivery of a manually executed counterpart of the parties hereunder shall be governed byAssignment. 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 H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent and construed and interpreted in accordance with, the law each of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment Banks party to the Credit Agreement referred to below Ladies and Acceptance (this “Assignment and Acceptance”) Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 28, 2003, amended and restated as of April 18, 2005, further amended and restated as of April 12, 2006, further amended as of March 18, 2009, further amended as of October 26, 2009 and further amended as of March 2, 2010 (as so amended and restated and as the Effective Date set forth below same may be further amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”), among the U.S. Borrower, Solvest, Ltd., the lenders from time to time party thereto (including the Lender), the other parties thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entered into by entitled to the benefits thereof and between [the][each]1 Assignor identified of the other Credit Documents (as defined in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”the Credit Agreement). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized Unless otherwise indicated herein, capitalized terms used but not defined herein shall have the respective meanings given to them set forth in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance 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 or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmission) and all of said counterparts taken together imaging means shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New YorkYork without giving effect to the conflicts of laws principles thereof, but including Section 5-1401 of the New York General Obligations Law. EXHIBIT B-2 XXXXXXX X-0 FORM OF ASSIGNMENT AND ACCEPTANCE REVOLVING CREDIT NOTE , 20 FOR VALUE RECEIVED, the undersigned (AFFILIATED LENDER) This Assignment the “Borrower”, together with all successors and Acceptance assigns), promises to pay (this hereinafter, together with its successors in title and assigns, the “Assignment and AcceptanceLender”) is the aggregate unpaid principal balance of Revolving Loans made by the Lender to or for the account of the Borrower pursuant to the Credit Agreement (as hereafter defined) and amounts advanced by the Lender in respect of any Letter of Credit and Swing Loans, with interest, fees, expenses and costs at the rate and payable in the manner stated in the Credit Agreement. As used herein, the “Credit Agreement” means and refers to that certain Amended and Restated Credit Agreement, dated as of the Effective Date set forth below and is entered into February 3, 2017 (as such may be amended, restated, extended, supplemented or otherwise modified from time to time) by and between [the][each]1 Assignor identified among others, BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation, Xxxxx Fargo Bank, National Association, as administrative agent (in item 1 below ([the][eachsuch capacity, an] including any successor thereto, the “AssignorAdministrative Agent”) under the Loan Documents, and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”)the Lender and each other Person from time to time party thereto as a lender thereunder. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but herein and not otherwise defined herein shall have are used herein as defined in the meanings given Credit Agreement. This is a “Revolving Credit Note” to them which reference is made in the Credit Agreement identified below, receipt and is subject to all terms and provisions thereof. This Revolving Credit Note is also entitled to the benefits of a copy of which the Guaranty and is hereby acknowledged secured by [the] [each] Assigneethe Collateral. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]principal of, and [the][each] Assignee hereby irrevocably purchases interest on, this Revolving Credit Note shall be payable at the times, in the manner, and assumes from [in the Assignor][the respective Assignors], amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein. The Administrative Agent’s books and records concerning the Revolving Loans and amounts owing in accordance with respect of Letters of Credit and Swing Loans, the Standard Terms accrual of interest and Conditions fees thereon, and the repayment of such Revolving Loans and advances in respect of Letters of Credit Agreementand Swing Loans, as shall be prima facie evidence of the Effective Date inserted indebtedness to the Lender hereunder, absent manifest error. No delay or omission by the Administrative Agent as contemplated below (i) all or the Lender in exercising or enforcing any of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity Administrative Agent’s or Lender’s powers, rights, privileges, remedies, or discretions hereunder shall operate as a Lender][their respective capacities waiver thereof on that occasion nor on any other occasion. No waiver of any Event of Default shall operate as Lenders] under a waiver of any other Event of Default, nor as a continuing waiver. The Borrower waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. The Borrower assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by the Administrative Agent and/or the Lender with respect to this Revolving Credit Agreement Note and/or any Collateral Document or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of the Borrower or any other Person obligated on account of this Revolving Credit Note. This Revolving Credit Note shall be binding upon the Borrower and upon its successors, assigns, and representatives, and shall inure to the benefit of the Lender and its successors, endorsees and assigns. The Borrower agrees that any action or proceeding arising out of or relating to this Revolving Credit Note or for recognition or enforcement of any judgment, may be brought in the courts of the state of New York sitting in New York City in the Borough of Manhattan or of the United States for the Southern District of New York, and any other documents or instruments delivered pursuant thereto to appellate court from any thereof, and by execution and delivery of this Revolving Credit Note, the extent related to Borrower and the amount Lender each consent, for itself and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) its property, to the exclusive jurisdiction of those courts. To the fullest extent permitted to be assigned under by applicable law, all claimsthe Borrower irrevocably waives any objection, suitsincluding any objection to the laying of venue or based on the grounds of forum non conveniens, causes which it may now or hereafter have to the bringing of any action or proceeding in the courts of the state of New York sitting in New York City in the Borough of Manhattan or of the United States for the Southern District of New York, and any other right appellate court from any thereof. THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. The Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Administrative Agent and the Lender, in the establishment and maintenance of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection relationship with the Borrower contemplated by this Revolving Credit AgreementNote, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoingare each relying thereon. THE BORROWER, includingAND THE LENDER BY ITS ACCEPTANCE HEREOF, but not limited toHEREBY IRREVOCABLY WAIVES, contract claimsTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, tort claimsANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS REVOLVING CREDIT NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, malpractice claimsTORT, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”OR ANY OTHER THEORY). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance Assumption and the rights and obligations of the parties hereunder under this Assignment and Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New YorkYork without regard to principles of conflicts of laws to the extent that the same are not mandatorily applicable by statute and the application of the laws of another jurisdiction would be required thereby. EXHIBIT B-2 E-1 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) LEGAL OPINION OF DEBEVOISE & XXXXXXXX LLP EXHIBIT E-2 FORM OF LEGAL OPINION OF MORRIS, NICHOLS, ARSHT & XXXXXXX LLP EXHIBIT F FORM OF EXEMPTION CERTIFICATE Reference is made to the Mezzanine Credit Agreement, dated as of July 31, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the Effective Date set forth below “Mezzanine Credit Agreement”), among Explorer Investor Corporation, a Delaware corporation, Explorer Merger Sub Corporation, a Delaware corporation, Booz Xxxxx Xxxxxxxx Inc., a Delaware corporation (the “Borrower”), the several banks and is entered into by and between [the][each]1 Assignor identified other financial institutions or entities from time to time parties thereto, Credit Suisse, as Administrative Agent (in item 1 below ([the][eachsuch capacity, an] the “AssignorAdministrative Agent”) and [the][each]2 Assignee identified Credit Suisse Securities (USA) LLC, Banc of America Securities LLC and Xxxxxx Brothers Inc., as Joint Lead Arrangers and Joint Bookrunners. Unless otherwise defined herein, terms defined in item 2 below ([the][each, an] “Assignee”). [It is understood the Mezzanine Credit Agreement and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Mezzanine Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and ConditionsNon-US Lender”) are hereby agreed is providing this certificate pursuant to and incorporated herein by reference and made a part Section 2.10(d) of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Mezzanine Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.Non-US Lender hereby represents and warrants that:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF B [Form of] AFFILIATED LENDER ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) ASSUMPTION This Affiliated Lender Assignment and Acceptance Assumption (this the “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]2 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the First Lien Credit Agreement identified belowbelow (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of Assignor under the Term Loan Commitments and Term Loans credit facility identified below (including any guarantees included in such facility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssumption, without representation or warranty by [the][any] the Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmissiontransmission (including via “pdf”) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EXHIBIT B-1 [FORM OF BORROWING SUBSIDIARY AGREEMENT] N/A EXHIBIT B-2 [FORM OF BORROWING SUBSIDIARY TERMINATION] N/A EXHIBIT C [FORM OF] PROMISSORY NOTE New York, New York $ [Date] For value received, [NAME OF BORROWER], a [jurisdiction of entity] [type of entity] (the “Borrower”), promises to pay to [name of Lender] (the “Lender”), (i) the principal sum of AND NO/100 DOLLARS ($ ) or, if less, the unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement (as defined below), when and as due and payable under the terms of the Credit Agreement, and (ii) interest on the unpaid principal amount of each such Loan on the dates and at the rate or rates provided for in the Credit Agreement. All such payments of principal and interest shall be made in the currencies and to the accounts specified in the Credit Agreement, in immediately available funds. All Loans made by the Lender, and all repayments of said counterparts taken together the principal thereof, shall be deemed recorded by the Lender and, prior to constitute one any transfer hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding shall be endorsed by the Lender on the schedule attached hereto, or on a continuation of such schedule attached hereto and made a part hereof; provided that the same instrument. This Assignment and Acceptance and failure of the rights and Lender to make any such recordation or endorsement shall not affect the obligations of the parties Borrower hereunder or under the Credit Agreement. This note is one of the promissory notes issued pursuant to the Bridge Credit Agreement, dated as of September [ ], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CDK Global Holdings, LLC, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement. Reference is made to the Credit Agreement for provisions governing the mandatory and optional prepayment hereof and the acceleration of the maturity hereof. This note is subject to the provisions of Section 10.09(b) (Submission to Jurisdiction), Section 10.09(c) (Waiver of Venue), Section 10.09(d) (Service of Process) and Section 10.10 (Waiver of Jury Trial). This note shall be governed by, by and construed and interpreted in accordance with, with the law laws of the State of New York. [NAME OF BORROWER], by Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL Date Amount of Loan Amount of Principal Repaid Unpaid Principal Balance Notations Made By EXHIBIT B-2 D-1 [FORM OF ASSIGNMENT AND ACCEPTANCE OF] U.S. TAX CERTIFICATE (AFFILIATED LENDERFor Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) This Assignment and Acceptance (this “Assignment and Acceptance”) Reference is hereby made to the Bridge Credit Agreement, dated as of September [ ], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeCredit Agreement”), among CDK Global Holdings, LLC (the “Company”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A, as Administrative Agent. [It Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is understood the sole record and agreed 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 Internal Revenue Code of 1986, as amended (the “Code”), (iii) it is not a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments on the Loan(s) are not effectively connected with the undersigned’s conduct of a U.S. trade or business or are effectively connected but are not includible in the undersigned’s gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished the Administrative Agent and the Company with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the rights information provided on this certificate changes, the undersigned shall promptly so inform the Company and obligations the Administrative Agent, and (2) the undersigned shall have at all times furnished the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of [the Assignors][the Assignees]3 hereunder are several two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowAgreement. [NAME OF LENDER] By Name: Title: Date: , receipt of a copy of which 20[ ] [FORM OF] U.S. TAX CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto made to the Bridge Credit Agreement dated as of September [ ], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CDK Global Holdings, LLC (the “Standard Terms Company”), the Lenders from time to time party thereto and Conditions”) are hereby agreed JPMorgan Chase Bank, N.A, as Administrative Agent. Pursuant to and incorporated herein by reference and made a part the provisions of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and Section 2.16 of the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) it is not a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments with respect to such participation are not effectively connected with the undersigned’s conduct of a U.S. trade or business or are effectively connected but are not includible in the undersigned’s gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN OR W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform 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 undersigned, or in either of [the Assignor’s][the respective Assignors’] rights and obligations two calendar years preceding such payments. Unless otherwise defined herein, terms defined in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] [FORM OF] U.S. TAX CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the extent related Bridge Credit Agreement dated as of September [ ], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CDK Global Holdings, LLC (the “Company”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A, as Administrative Agent. Pursuant to the amount and percentage interest identified below provisions of all Section 2.16 of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or undersigned hereby certifies that (i) it is the sole record owner of the participation in any way based on or related to respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the foregoingordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, includingas amended (the “Code”), but not limited to(iv) none of its partners/members is a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity (v) none of its partners/members is a controlled foreign corporation related to the rights Company as described in Section 881(c)(3)(C) of the Code, and obligations sold (vi) the interest payments with respect to such participation are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business or are effectively connected but are not includible in the partners/members’ gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished its participating Lender with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN OR W-8BEN-E from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and assigned pursuant (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 clause 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: Title: Date: , 20[ ] [FORM OF] U.S. TAX CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge Credit Agreement dated as of September [ ], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CDK Global Holdings, LLC (the “Company”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A, as Administrative Agent. Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) above it is the sole record owner of the Loan(s) (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (ias well as any Note(s) and evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) above being referred its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to herein collectively the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as [the][an] amended (the “Assigned InterestCode”). Each such sale , (iv) none of its partners/members is a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code, and assignment is without recourse to [the][any] Assignor and, except as expressly provided (vi) the interest payments on the Loan(s) are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business or are effectively connected but are not includible in this Assignment and Acceptance, without representation or warranty by [the][any] Assignorthe partners/members’ gross income for U.S. federal income tax purposes under an income tax treaty. The benefit undersigned has furnished the Administrative Agent and the Company with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN OR W-8BEN-E from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each Security Document 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 be maintained have the meanings given to them in favor of the Credit Agreement. [the][eachNAME OF LENDER] Assignee.By: Name: Title:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Acceptance and adoption of the parties to terms of this Assignment and Acceptance on 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 number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together Electronic System shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 B FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment COMPLIANCE CERTIFICATE Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Acceptance (this “Assignment Gentlemen: Reference is made to that certain Amended and Acceptance”) is Restated Credit Agreement, dated as of September 11, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each“Agreement”; the capitalized terms defined therein being used herein as therein defined), an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][eachamong Tupperware Brands Corporation, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto Delaware corporation (the “Standard Terms and ConditionsBorrower”) are hereby agreed ), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]time party thereto, and [the][each] Assignee JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, certifies as of the Effective Date inserted by date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent as contemplated below (i) all of [on the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect behalf of the Term Loan Commitments Borrower, and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of that: [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.Use following paragraph 1 for fiscal year-end financial statements]

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New YorkNorth Carolina. EXHIBIT B-2 D [FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is OF] SUBSIDIARY GUARANTY AGREEMENT SUBSIDIARY GUARANTEE AGREEMENT dated as of August 3, 2007, among each of the Effective Date set forth below Subsidiaries listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of WATSCO, INC., a Florida corporation (the “Borrower”), and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below). Reference is entered into by and between [the][each]1 Assignor identified in item 1 below made to the Revolving Credit Agreement dated as of August 3, 2007 ([the][eachas amended, an] supplemented or otherwise modified from time to time, the “AssignorCredit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”) and [the][each]2 Assignee identified Bank of America, N.A., as Administrative Agent for the Lenders, swingline lender and issuing bank (in item 2 below ([the][eachsuch capacity, an] the “AssigneeIssuing Bank”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but herein and not defined herein shall have the meanings given assigned to them such terms in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby Lenders have agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns make Loans to [the Assignee][the respective Assignees]Borrower, and [the][each] Assignee hereby irrevocably purchases the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and assumes from [upon the Assignor][the respective Assignors], terms and subject to and in accordance with the Standard Terms and Conditions and conditions specified in, the Credit Agreement, as . Each of the Effective Date inserted Guarantors is a direct or indirect Subsidiary of the Borrower and acknowledges that it will derive substantial benefit from the making of the Loans by the Administrative Agent as contemplated below (i) all Lenders, and the issuance of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under Letters of Credit by the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and Issuing Bank. The obligations of [the Assignor][the respective Assignors] in respect Lenders to make Loans and of the Term Loan Commitments Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and Term delivery by the Guarantors of a Subsidiary Guarantee Agreement in the form hereof. As consideration therefor and in order to induce the Lenders to make Loans identified below and (ii) the Issuing Bank to issue Letters of Credit, the extent permitted Guarantors are willing to be assigned under applicable lawexecute this Subsidiary Guarantee Agreement. Accordingly, all claims, suits, causes of action and any other right of [the Assignor (in its capacity parties hereto agree as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.follows:

General Provisions. This Assignment 1.01 Sublandlord hereby subleases the ALF Premises to Subtenant, pursuant to the terms and Acceptance provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be binding uponfor a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), and inure ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the benefit ofterms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more Initial Term of the parties to this Assignment and Acceptance on any number Sublease for an additional period of separate counterparts five (including by facsimile or other electronic transmission5) and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed byyears each (each, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this an “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeExtension Term”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder The Initial Term together with each Extension Term are several and not joint.]4 Capitalized terms used but not defined collectively referred to herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (as the “Standard Terms and ConditionsTerm”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) are hereby agreed to and incorporated herein by reference and made a part Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Assignment Sublease. Sublandlord hereby covenants and Acceptance as agrees that if set forth herein in full. For an agreed considerationSubtenant exercises a Renewal Option under this Sublease, [the][each] Assignor hereby irrevocably sells then Sublandlord shall timely and assigns to [validly exercise its corresponding extension option under the Assignee][the respective Assignees]Prime, and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms terms and Conditions and the Credit Agreement, as provisions of the Effective Date inserted by Prime Lease for the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all valid exercise of such outstanding rights and obligations of [renewal option, subject to Sublandlord having the Assignor][the respective Assignors] in respect of right to exercise the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims extension at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assigneethat time.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together image scan transmission shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. EXHIBIT B-2 B [FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated OF] BORROWING REQUEST Mizuho Bank, Ltd. as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto referred to the extent related below Harborside Financial Center 0000 Xxxxx Xxx Xxxxxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxxxx ______________, 20__ Reference is made to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments Agreement dated as of January [2], 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among MPLX LP, a Delaware limited partnership (the “Borrower”), the Lenders party thereto and Term Loans identified below Mizuho Bank, Ltd., as Administrative Agent. Capitalized terms used herein and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (not otherwise defined herein are used herein as defined in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement. The Borrower hereby gives you notice, any other documents or instruments delivered irrevocably, pursuant thereto or the loan transactions governed thereby or in any way based on or related to any Section 2.03 of the foregoingCredit Agreement that the Borrower hereby requests a Borrowing and, includingin that connection, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related sets forth below the information relating to the rights and obligations sold and assigned pursuant to clause (i) above such Borrowing (the rights and obligations sold and assigned “Proposed Borrowing”) as required by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit Section 2.03 of each Security Document shall be maintained in favor of [the][each] Assignee.the Credit Agreement:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 F FORM OF CONSENT TO ASSIGNMENT AND ACCEPTANCE ----------------------------- The undersigned (AFFILIATED LENDERthe "COUNTERPARTY") This Assignment and Acceptance acknowledges that [_________________], a [_____________] (this “Assignment and Acceptance”) is dated as "DEBTOR"), for the purpose of securing obligations of the Effective Date set forth below 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 entered into 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 and between [the][each]1 Assignor identified in item 1 below virtue of the Assigned Agreements ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”defined below). [It is understood and agreed The Counterparty further acknowledges that the rights and obligations interests of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not 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 herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”Agreement) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and under the Credit Agreement, as for the benefit of the Effective Date inserted by Lenders. As a condition to the Administrative Agent Lenders extending credit as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with by the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related Administrative Agent and the Lenders have required the execution and delivery of this Consent to any Assignment (this "CONSENT"). Accordingly, each of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively undersigned agrees as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.follows:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 H-1 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment MAXIMUM CREDIT AMOUNT INCREASE CERTIFICATE [ ], 200[__] To: JPMorgan Chase Bank, N.A., as Administrative Agent The Parent Guarantor, the Borrower, the Administrative Agent and Acceptance (this “Assignment the other Agents and Acceptance”) is certain Lenders have heretofore entered into the Credit Agreement, dated as of June 29, 2007, as amended, restated, supplemented or otherwise modified from time to time (the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeCredit Agreement”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not otherwise defined herein shall have the meanings meaning given to them such terms in the Credit Agreement. This Maximum Credit Amount Increase Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed to (a) increase its Maximum Credit Amount under the Credit Agreement identified beloweffective [ ], receipt of 200[__] from $[ ] to $[ ] and (b) that it shall continue to be a copy of which is hereby acknowledged by [the] [each] Assigneeparty in all respect to the Credit Agreement and the other Loan Documents. The Standard Terms [Borrower/Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii) of the Credit Agreement. Very truly yours, PARENT GUARANTOR: ATLAS ENERGY RESOURCES, LLC By: Name: Title: BORROWER: ATLAS ENERGY OPERATING COMPANY, LLC By: Atlas Energy Resources, LLC, its sole member By: Name: Title: Accepted and Conditions set forth in Annex 1 attached hereto (the “Standard Terms Agreed: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: Accepted and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][eachAgreed: [ ] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective AssigneesBy: Name: Title: EXHIBIT H-2 FORM OF ADDITIONAL LENDER CERTIFICATE [ ], 200[__] To: JPMorgan Chase Bank, N.A., as Administrative Agent The Parent Guarantor, the Borrower, the Administrative Agent and [the][each] Assignee hereby irrevocably purchases the other Agents and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and certain Lenders have heretofore entered into the Credit Agreement, dated as of June 29, 2007, as amended, restated, supplemented or otherwise modified from time to time (the Effective Date inserted by “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the Administrative Agent as contemplated below meaning given to such terms in the Credit Agreement. This Additional Lender Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed (ia) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as to become a Lender][their respective capacities as Lenders] Lender under the Credit Agreement effective [ ], 200[__] with a Maximum Credit Amount of $[ ] and any other documents or instruments delivered pursuant thereto (b) that it shall be a party in all respect to the extent related Credit Agreement and the other Loan Documents. This Additional Lender Certificate is being delivered to the amount and percentage interest identified below of all of Administrative Agent together with (i) if the Additional Lender is a Non-US Lender, any documentation required to be delivered by such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect Additional Lender pursuant to Section 5.03(d) of the Term Loan Commitments Credit Agreement, duly completed and Term Loans identified below executed by the Additional Lender, and (ii) an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Additional Lender. The [Borrower/Additional Lender] shall pay the fee payable to the extent permitted Administrative Agent pursuant to be assigned under applicable law, all claims, suits, causes Section 2.06(c)(ii) of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement. Very truly yours, any other documents or instruments PARENT GUARANTOR: ATLAS ENERGY RESOURCES, LLC By: Name: Title: BORROWER: ATLAS ENERGY OPERATING COMPANY, LLC By: Atlas Energy Resources, LLC, its sole member By: Name: Title: Accepted and Agreed: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: Accepted and Agreed: [ ] By: Name: Title: EXHIBIT I FORM OF RESERVE REPORT CERTIFICATE [September]/[March] 1, [year] This Reserve Report Certificate (“Certificate”) is executed and delivered pursuant thereto to Section 8.12 (c) of that certain Credit Agreement dated as of June 29, 2007 among Atlas Energy Resources, LLC (“Parent Guarantor”), Atlas Energy Operating Company, LLC (“Borrower”), JPMorgan Chase Bank, N.A., as administrative agent (“Administrative Agent”) and the Lenders named therein and as may be amended, restated, supplemented or the loan transactions governed thereby or in any way based on or related otherwise modified from time to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above time (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned InterestCredit Agreement”). Each such sale and assignment is without recourse to [the][any] Assignor andUnless otherwise defined herein, except as expressly provided all capitalized terms shall have the meaning set forth in this Assignment and Acceptance, without representation or warranty by [the][any] Assignorthe Credit Agreement. The benefit undersigned, a Responsible Officer of each Security Document shall be maintained the Borrower, hereby certifies to the Administrative Agent and Lenders that in favor of [the][each] Assignee.all material respects:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. Delivery of an executed counter-part of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law internal laws of the State of New YorkYork without regard to conflict of laws principles thereof. EXHIBIT B-2 FORM OF C-2 TO CREDIT AGREEMENT AFFILIATED LENDER ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) AGREEMENT This Affiliated Lender Assignment and Acceptance Agreement (this “Assignment and AcceptanceAssignment”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]2 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowbelow (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below below, (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such the Assignor’s outstanding rights and obligations of [under the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans facilities identified below (including without limitation any guarantees included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] the Assignor to [the][any] the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssignment, without representation or warranty by [the][any] the Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Affiliated Lender Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Acceptance Assumption may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by facsimile or other electronic transmission) and all of said counterparts taken together transmission shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and the same instrumentAssumption. This Affiliated Lender Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, with and governed by the law laws of the State of New York. EXHIBIT B-2 XXXXXXX X-0 [FORM OF OF] ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) ASSUMPTION This Assignment and Acceptance Assumption (this “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]2 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowbelow (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 I attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below below, (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the Assignor under the respective Assignors] in respect of the Term Loan Commitments and Term Loans facilities identified below and (ii) to the extent permitted to be assigned under applicable lawRequirements of Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the Credit Agreement with respect to facts and circumstances occurring on or prior to the Effective Date and subject to its obligations hereunder and under Section 9.13 of the Credit Agreement. Such sale and assignment is (i) subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to Section 9.05(b)(v) of the Credit Agreement, (ii) without recourse to [the][any] the Assignor and, and (iii) except as expressly provided in this Assignment and AcceptanceAssumption, without representation or warranty by [the][any] the Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including by facsimile fax or other electronic transmission) and all of said counterparts taken together delivery shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAcceptance. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. (Remainder of page intentionally left blank) EXHIBIT B-2 H-1 TO CREDIT AGREEMENT FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of NOTE _______________, _____ FOR VALUE RECEIVED, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][eachundersigned, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto Delaware limited liability company (the “Standard Terms and ConditionsBorrower”) are ), hereby agreed promises to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed considerationpay to ________________ or registered assigns (the “Lender”), [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and provisions of the Agreement (as hereinafter defined), the principal amount of each Loan (other than Swingline Loans) from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 10, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the Effective Date inserted “Agreement,” the terms defined therein being used herein as therein defined), among the Borrower, Talos Energy Inc., a Delaware corporation, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Swingline Lender, JPMorgan Chase Bank, N.A., Natixis, New York Branch, and The Toronto-Dominion Bank, New York Branch, as Issuing Banks, and the other Persons from time to time party thereto. The Borrower promises to pay interest on the unpaid principal amount of each Loan (other than Swingline Loans) from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the ratable account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in Section 2.8(c) of the Agreement. This Note is subject to mandatory prepayments and to voluntary prepayments and to all other terms and conditions as provided in the Agreement. This Note is one of the promissory notes referred to in the Agreement and is entitled to the benefits thereof. This Note is also entitled to the benefits of the other Credit Documents and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans (other than Swingline Loans) made by the Lender shall be evidenced by an account or accounts maintained by the Lender and by the Register and subaccounts maintained by the Administrative Agent as contemplated below in accordance with the Agreement. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans (iother than Swingline Loans) all and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of [protest, demand, dishonor and non-payment of this Note. No failure to exercise and no delay in exercising, on the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] part of the Administrative Agent, any right, remedy, power or privilege hereunder or under the Credit Agreement and Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other documents or instruments delivered pursuant thereto to further exercise thereof or the extent related to the amount and percentage interest identified below exercise of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right right, remedy, power or privilege. A waiver by the Administrative Agent of [the Assignor (in its capacity any right, remedy, power or privilege hereunder or under any Credit Document on any one occasion shall not be construed as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related bar to any of right or remedy that the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] AssignorAdministrative Agent would otherwise have on any future occasion. The benefit rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of each Security Document shall be maintained in favor of [the][each] Assigneeany rights, remedies, powers and privileges provided by law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and the rights and obligations Delivery of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt an executed counterpart of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part signature page of this Assignment and Acceptance Assumption by telecopy or other means of electronic imaging shall be effective as if set forth 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. XXXXXXX X-0 FORM OF BORROWING REQUEST Xxxxxxx Xxxxx Bank USA, as Administrative Agent for the Lenders party to the Credit Agreement referred to below [Date] Ladies and Gentlemen: The undersigned, Square, Inc. (the “Borrower”), refers to the Revolving Credit Agreement, dated as of May 1, 2020 (as amended, restated, amended and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement,” the terms defined therein being used herein in full. For an agreed considerationas therein defined), [the][each] Assignor hereby irrevocably sells among the Borrower, the lenders from time to time party thereto (each a “Lender” and assigns to [collectively, the Assignee][the respective Assignees]“Lenders”) and you, as Administrative Agent for such Lenders, and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]gives you notice, subject irrevocably, pursuant to and in accordance with the Standard Terms and Conditions and Section 2.03 of the Credit Agreement, as of that the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as undersigned hereby requests a Lender][their respective capacities as Lenders] Borrowing under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or and in that connection sets forth below the loan transactions governed thereby or in any way based on or related information relating to any such Borrowing (the “Proposed Borrowing”) as required by Section 2.03 of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.Credit Agreement:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all method of said counterparts taken together transmission shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 6 If assignment is being made pursuant to Section 2.19 of the Credit Agreement and Borrower has made the payments required by such Section, the Assignor’s portion of payments in respect of the Assigned Interest shall be payable to the Borrower EXHIBIT B-2 FORM OF ASSIGNMENT C NOTE [Date] OKLAHOMA GAS AND ACCEPTANCE ELECTRIC COMPANY, an Oklahoma corporation (AFFILIATED LENDER) This Assignment and Acceptance the “Borrower”), promises to pay to ____________________________________ (this the “Assignment and AcceptanceLender”) on the Revolving Credit Termination Date (or, if the Revolving Credit Termination Date has been extended and the Lender did not consent thereto, the previously effective Revolving Credit Termination Date applicable to the Lender, without giving effect to such extension) __________ DOLLARS ($_____) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of Xxxxx Fargo Bank, National Association in Charlotte, North Carolina, as Agent, together with accrued but unpaid interest thereon. The Borrower shall pay interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement dated as of March 8, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the Effective Date set forth below and is entered into “Agreement”), by and between among the Borrower, the lenders party thereto, including the Lender, and Xxxxx Fargo Bank, National Association, as Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. Any assignment of this Note, or any rights or interest herein, may only be made in accordance with the terms and conditions of the Agreement. This Note is a registered Note and, as provided in the Agreement, the Borrower, the Agent and the Lenders may treat the person whose name is recorded in the Register as the owner hereof for all purposes, notwithstanding notice to the contrary. The entries in the Register shall be conclusive, absent manifest error. This Note shall be governed by, and construed in accordance with, the laws of the State of New York. OKLAHOMA GAS AND ELECTRIC COMPANY By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF OKLAHOMA GAS AND ELECTRIC COMPANY, DATED _____________ ____, 201___ Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT D FORM OF JOINDER AGREEMENT Joinder Agreement Dated [the][each]1 Assignor identified in item 1 below __________] Reference is made to the Credit Agreement dated as of March 8, 2017 ([the][eachas amended, an] restated, supplemented or otherwise modified from time to time, the “AssignorCredit Agreement”) by and among Oklahoma Gas and Electric Company, an Oklahoma corporation, (the “Borrower”), the lenders party thereto (the “Lenders”) and [the][each]2 Assignee identified in item 2 below Xxxxx Fargo Bank, National Association, as agent ([the][each, an] the “AssigneeAgent”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but herein which are not defined herein shall have the meanings given to them assigned thereto in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto Borrower, [__________] (the “Standard Terms and ConditionsIncreasing Lender”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each__________] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i“New Lender”) and (ii) above being referred to herein collectively agree as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.follows:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. Form of Assignment and Assumption EXHIBIT B-2 F FORM OF ASSIGNMENT GUARANTY See attached. Form of Guaranty AMENDED AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance RESTATED GUARANTY AGREEMENT THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “Assignment and AcceptanceGuaranty Agreement”) is ), dated as of May 24, 2007, is made by EACH OF THE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A GUARANTY JOINDER AGREEMENT (each a “Guarantor” and collectively the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “AssignorGuarantors”) in favor of BANK OF AMERICA, N.A., a national banking association organized and [the][each]2 Assignee identified existing under the laws of the United States, as administrative agent (in item 2 below such capacity, the “Administrative Agent”) for each of the lenders ([the][eachthe “Lenders” and collectively with the Administrative Agent and other Persons party to Related Credit Arrangements as more particularly described in Section 19 hereof, an] the “AssigneeSecured Parties”) now or hereafter party to the Credit Agreement (as defined below). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized All capitalized terms used but not otherwise defined herein shall have the meanings given ascribed to them such terms in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAcceptance. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 I FORM OF ASSIGNMENT AND ACCEPTANCE INTERCOMPANY NOTE [This Note, and the obligations of [ ], a [ ] [corporation] [limited liability company] (AFFILIATED LENDER) This Assignment the “Payor”), hereunder, shall be subordinate and Acceptance junior in right of payment to all Senior Indebtedness (this as defined in Section 7 of the Intercompany Subordination Agreement by and among Ditech Holding Corporation (formerly known as Xxxxxx Investment Management Corp.), a Maryland corporation (the “Assignment Borrower”), Credit Suisse AG, Cayman Islands Branch as collateral agent and Acceptanceeach subsidiary of the Borrower from time to time party thereto (as amended, modified, restated and/or supplemented from time to time, the “Intercompany Subordination Agreement”) on the terms and conditions set forth in the Intercompany Subordination Agreement.]22 New York, New York , FOR VALUE RECEIVED, the Payor hereby promises to pay [on demand] [on [DATE]] to the order of , or its assigns (the “Payee”), in lawful money of the United States of America in immediately available funds, at such location in the United States of America as the Payee shall from time to time designate, the unpaid principal amount of all loans and advances made by the Payee to the Payor. The Payor also promises to pay interest on the unpaid principal amount hereof in like money at said location from the date hereof until paid at such rate per annum as shall be agreed upon from time to time by the Payor and the Payee. Upon the earlier to occur of (x) the commencement of any bankruptcy, reorganization, receivership, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar proceeding of any jurisdiction relating to the Payor or (y) any exercise of remedies (including the termination of the Commitments (as defined in the Credit Agreement)) pursuant to Article 7 of the Credit Agreement referred to below, the unpaid principal amount hereof and any applicable accrued but unpaid interest thereon shall become immediately due and payable without presentment, demand, protest or notice of any kind in connection with this Note. This Note is one of the Intercompany Notes referred to in the Second Amended and Restated Credit Agreement, dated as of February 9, 2018 among the Effective Date set forth below Borrower, the lenders from time to time party thereto (the “Lenders”), and is entered into by Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and between [the][each]1 Assignor identified in item 1 below Collateral Agent ([the][eachas amended, an] restated, modified and/or supplemented from time to time, the “AssignorCredit Agreement”) and is subject to the terms thereof[the][each]2 Assignee identified in item 2 below , and shall be pledged by the Payee pursuant to the Pledge Agreement ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not as defined herein shall have the meanings given to them in the Credit Agreement). The Payor hereby acknowledges and agrees that the Pledgee (as defined in the Pledge Agreement) may, pursuant to the Pledge Agreement identified belowas in effect from time to time, receipt of a copy exercise all rights provided therein with respect to this Note].23 22 EACH PROMISSORY NOTE EVIDENCING AN INTERCOMPANY LOAN INCURRED BY ANY CREDIT PARTY OWING TO ANY SUBSIDIARY OF THE BORROWER THAT IS NOT A CREDIT PARTY THAT IS PERMITTED BY THE CREDIT AGREEMENT SHALL HAVE INCLUDED ON ITS FACE THIS BRACKETED LEGEND. 23 INSERT IN EACH INTERCOMPANY NOTE UNDER WHICH THE PAYEE IS A CREDIT PARTY (AS DEFINED IN THE CREDIT AGREEMENT). The Payee is hereby authorized (but shall not be required) to record all loans and advances made by it to the Payor (all of which is hereby acknowledged shall be evidenced by [the] [each] Assigneethis Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein. All payments under this Note shall be made without offset, counterclaim or deduction of any kind. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are Payor hereby agreed to and incorporated herein by reference and made a part waives presentment, demand, protest or notice of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or kind in connection with this Note. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * [NAME OF PAYOR] By: Name: Title: Pay to the order of [NAME OF PAYEE] By: Name: Title: EXHIBIT J FORM OF ADMINISTRATIVE QUESTIONNAIRE DITECH HOLDING CORPORATION INVESTMENT MANAGEMENT Agent Information Agent Closing Contact Credit AgreementSuisse AG, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any Cayman Islands Branch Xxx Xxxxxxx Eleven Madison Avenue Tel: (000) 000-0000 Xxx Xxxx, XX 00000 Fax: (000) 000-0000 E-Mail: Xxx.Xxxxxxx@xxxxxx-xxxxxx.xxx Agent Wire Instructions Bank of New York ABA 000000000 Account Name: CS Agency Cayman Account Account Number: 8900492627 It is very important that all of the foregoingrequested information be completed accurately and that this questionnaire be returned promptly. If your institution is sub-allocating its allocation, includingplease fill out an administrative questionnaire for each legal entity. Legal Name of Lender to appear in Documentation: Signature Block Information: • Signing Credit Agreement Yes No • Coming in via Assignment Yes No Type of Lender: (Bank, but not limited toAsset Manager, contract claimsBroker/Dealer, tort claimsCLO/CDO; Finance Company, malpractice claimsHedge Fund, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Lender Parent: Lender Domestic Address Lender Eurodollar Address Contacts/Notification Methods: Borrowings, Paydowns, Interest”), Fees, etc. Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] AssigneePrimary Credit Contact Secondary Credit Contact Name: Company: Title: Address: Telephone: Facsimile: E-Mail Address: Primary Operations Contact Secondary Operations Contact Name: Company: Title: Address: Telephone: Facsimile: E-Mail Address: Lender’s Domestic Wire Instructions Bank Name: ABA/Routing No.: Account Name: Account No.: FFC Account Name: FFC Account No.: Attention: Reference:

General Provisions. This Affiliated Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Assignment and Acceptance Assumption may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Assignment and Assumption by facsimile telecopy or other electronic transmission) and all of said counterparts taken together transmission shall be deemed to constitute one and the same instrument. This effective as delivery of a manually executed counterpart of this Affiliated Assignment and Acceptance Assumption. THIS AFFILIATED ASSIGNMENT AND ASSUMPTION AND ANY CLAIM, CONTROVERSY OR DISPUTE UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT (AT LAW OR IN EQUITY), TORT OR ANY OTHER THEORY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW. The Assignor acknowledges and the rights agrees that in connection with this Affiliated Assignment and obligations Assumption, (1) each of the parties hereunder shall be governed by, Borrower and construed its Subsidiaries and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as may possess information regarding the Borrower and its Affiliates not known to the Assignor and that may be material to a decision by the Assignor to participate in the transactions contemplated below by this Affiliated Assignment and Assumption (iincluding material non-public information) all (“Excluded Information”), (2) the Assignor has independently and, without reliance on the Borrower or any of [its Subsidiaries or Affiliates or the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and Administrative Agent or any other documents Agent Party, made its own analysis and determination to enter into this Affiliated Assignment and Assumption notwithstanding the Assignor’s lack of knowledge of the Excluded Information, (3) none of the Borrower or instruments delivered pursuant thereto its Subsidiaries or Affiliates or the Administrative Agent or any other Agent Party shall have any liability to the extent related to Assignor, and the amount Assignor hereby waives and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) releases, to the extent permitted to be assigned under applicable by law, all claims, suits, causes of action any claims the Assignor may have against the Borrower and its Subsidiaries and Affiliates and the Administrative Agent and any other right Agent Party, under applicable laws or otherwise, with respect to the nondisclosure of [the Assignor Excluded Information and (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with 4) the Credit Agreement, any other documents or instruments delivered pursuant thereto Excluded Information may not be available to the Administrative Agent or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”)Lenders. Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.EXHIBIT B

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New YorkTexas. EXHIBIT B-2 G FORM OF ASSIGNMENT AND ACCEPTANCE DELAYED DRAW TERM LOAN NOTE [See Attached] EXHIBIT G FORM OF DELAYED DRAW TERM LOAN PROMISSORY NOTE Principal: $[●] Date: [●] FOR VALUE RECEIVED, the undersigned ATLAS SAND COMPANY, LLC, a Delaware limited liability company (AFFILIATED LENDERtogether with its successors and permitted assigns, “Borrower”), promises to pay to the order of STONEBRIAR COMMERCIAL FINANCE LLC, a Delaware limited liability company (together with the respective successors, assigns, and subsequent holders of this Delayed Draw Term Loan Note, “Lender”), at 0000 Xxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxx, Xxxxx 00000, or as Lender or the holder hereof may otherwise designate in writing, the principal amount of [●] and No/100 Dollars ($[●])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 Assignment Delayed Draw Term Loan Note shall be payable in [●] ([●])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 Acceptance continuing on each Payment Day up to and including January 1, 2025; followed by [●] (this [●])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 “Assignment and AcceptanceStated 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 one of the Delayed Draw Term Loan Notes referenced in that certain Credit Agreement, dated as of July 31, 2023 (as amended, supplemented or otherwise modified from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeCredit Agreement”), among Borrower, the Lenders from time to time party thereto, and Stonebriar Commercial Finance, LLC, a Delaware limited liability company, as Administrative Agent. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used used, but not expressly defined herein that are defined in the Credit Agreement shall have the meanings given as set forth in the Credit Agreement. Borrower shall have the right to them 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 identified below(including regularly scheduled payment installments as required by this Delayed Draw Term Loan Note), receipt 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 copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto Payment Day), a fee (the “Standard Terms and ConditionsPrepayment 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 8 of the Credit Agreement, from the 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 agreed 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 incorporated herein 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 reference 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 made a part the provisions of this Assignment 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) the maturity of any Obligation is accelerated for any reason, (b) any Obligation is prepaid and Acceptance as if set forth herein a result any amounts held to constitute interest are determined to be in fullexcess of the legal maximum, or (c) Lender or any other holder of any or all of the Obligations shall otherwise collect amounts which are determined to constitute interest which would otherwise increase the interest on any or all of the 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. For In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted under Applicable Law, Lender and Borrower (and any other payors thereof) shall to the greatest extent permitted under Applicable Law, (i) characterize any non-principal payment as an agreed considerationexpense, [the][each] Assignor hereby irrevocably sells fee or premium rather than as interest, (ii) exclude voluntary prepayments and assigns to [the Assignee][the respective Assignees]effects thereof, and [the][each] Assignee hereby irrevocably purchases (iii) amortize, prorate, allocate, and assumes from [spread the Assignor][the respective Assignors], subject to and total amount of interest through the entire contemplated term of this Delayed Draw Term Loan Note in accordance with the Standard Terms and Conditions amount outstanding from time to time thereunder and the Credit Agreementmaximum legal rate of interest from time to time in effect under Applicable Law in order to lawfully charge the maximum amount of interest permitted under Applicable Law. This Delayed Draw Term Loan Note may not be changed, as modified or terminated orally, but only by an agreement in writing signed by Xxxxxxxx and Lender or any holder hereof. This Delayed Draw Term Loan Note shall be binding upon the successors and assigns of Borrower and inure to the Effective Date inserted by 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 Administrative Agent as contemplated below prior written consent of Lender (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement such consent to be granted or withheld at Xxxxxx’s sole discretion), and any other documents purported assignment without such prior written consent shall be null, void and of no effect. If any term or instruments delivered pursuant thereto to provision of this Delayed Draw Term Loan Note shall be held invalid, illegal or unenforceable, the extent related to the amount and percentage interest identified below validity of all of such outstanding rights other terms and obligations of provisions hereof shall in no way be affected 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 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 CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF TEXAS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. THE PARTIES AGREE THAT ANY ACTION OR PROCEEDING ARISING UNDER OR RELATED TO THIS DELAYED DRAW TERM LOAN NOTE MAY BE COMMENCED IN ANY FEDERAL OR STATE COURT SITTING IN THE EASTERN DISTRICT OF TEXAS 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. [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.Signature Page Follows]

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and the rights and obligations Delivery of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt an executed counterpart of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part signature page of this Assignment and Acceptance Assumption by telecopy or other means of electronic imaging shall be effective as if set forth herein in fulldelivery of a manually executed counterpart of this Assignment and Assumption. For an agreed considerationTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EXHIBIT B FORM OF BORROWING REQUEST Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent for the Lenders party to the Credit Agreement referred to below 0 Xxxxxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxx, Xxx Xxxx, 00000 Attention: Agency Team [the][eachDate] Assignor hereby irrevocably sells Ladies and assigns Gentlemen: The undersigned, Zynga Inc. (the “Borrower”), refers to [the Assignee][the respective AssigneesRevolving Credit Agreement, dated as of July [ ], 2011 (as the same may be amended, restated, amended and [the][each] Assignee restated, modified, extended and/or supplemented from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among the Borrower, the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”) and you, as Administrative Agent for such Lenders, and hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]gives you notice, subject irrevocably, pursuant to and in accordance with the Standard Terms and Conditions and Section 2.3 of the Credit Agreement, as of that the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as undersigned hereby requests a Lender][their respective capacities as Lenders] Borrowing under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or and in that connection sets forth below the loan transactions governed thereby or in any way based on or related information relating to any such Borrowing (the “Proposed Borrowing”) as required by Section 2.3 of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.Credit Agreement:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumptions. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New YorkJersey. EXHIBIT B-2 FORM “F” ATTACHED TO AND MADE A PART OF ASSIGNMENT THAT CERTAIN SECOND AMENDED AND ACCEPTANCE RESTATED CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, MISTRAS GROUP, INC., AS BORROWER, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, DATED JULY [___], 2009 FREE CASH FLOW CERTIFICATE MISTRAS GROUP, INC. DATE: ____________________, 20___ Reference is made to that certain Second Amended and Restated Credit Agreement, dated July [___], 2009 (AFFILIATED LENDER) This Assignment and Acceptance (this as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Assignment and AcceptanceAgreement”) is dated ; the terms defined therein being used herein as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][eachtherein defined), an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][eachamong Mistras Group, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowInc., receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto Delaware corporation (the “Standard Terms and ConditionsBorrower”) are hereby agreed ), the Lenders from time to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]time party thereto, and [the][each] Assignee Bank of America, N.A., as Administrative Agent and L/C Issuer. The officer executing this certificate is a Responsible Officer of the Borrower and as such is duly authorized to execute and deliver this certificate on behalf of the Borrower. By executing this certificate such officer hereby irrevocably purchases and assumes from [certifies to the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions Agent and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.Lenders that:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure Subject to the benefit oflimitations of Section 9.10, in the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more event of a Tag-Along Sale, all of the parties to this Assignment and Acceptance on any number participating Tag-Along Members and, in the event of separate counterparts (including by facsimile or other electronic transmission) and a Drag-Along Sale, all of said counterparts taken together the Subject Parties, shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [take such actions as may be reasonably requested by the Assignor’s][the respective Assignors’] rights and obligations Seller or Dragging Member in [its capacity connection with consummating the Tag-Along Sale or the Drag-Along Sale, as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and case may be, (ii) vote in favor of, consent to and raise no objections against the extent permitted Tag-Along Sale or the Drag-Along Sale, as the case may be, or the process pursuant to be assigned under applicable lawwhich the Tag-Along Sale or the Drag-Along Sale, all claimsas the case may be, suitswas arranged, causes of action (iii) waive any dissenter’s, appraisal and any other right of [similar rights, (iv) if the Assignor (in its capacity Tag-Along Sale or the Drag-Along Sale, as the case may be, is structured as a Lender)][the respective Assignors merger or a sale of Units, agree to sell such Member’s Units at the price and on the terms and conditions of the Tag-Along Sale or the Drag-Along Sale, as the case may be, (in their respective capacities v) execute and deliver such documents as Lenders)] against any Person, whether known may be reasonably requested by the Seller or unknown, arising under or the Dragging Member in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto Tag-Along Sale or the loan transactions governed thereby or in any way based on or related to any of Drag-Along Sale, as the foregoingcase may be, including, but without limitation, written consents of Members, proxies, letters of transmittal, purchase agreements and Unit Transfer powers, in each case consistent with the certificates and documentation being delivered by the Seller or the Dragging Member, as the case may be, provided that each of the participating Tag-Along Members or the Subject Parties, as applicable, shall be required to make several (and not limited tojoint and several) representations and warranties only as to ownership, contract claimsauthorization, tort claims, malpractice claims, statutory claims no liens and all other claims at law or in equity related encumbrances and non-contravention (vi) indemnify the transferee(s) upon the same terms as are applicable to the rights Seller or the Dragging Member, as the case may be, but only so long as all indemnification obligations made to any party (including any seller representative, if any) are several, not joint and obligations sold several, in proportion to the consideration paid to each and assigned pursuant to clause (i) above (the rights and obligations sold and assigned maximum indemnification obligation of any Tag-Along Member or other Subject Party shall not exceed the amount of the cash proceeds actually received by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) such Person in such Tag-Along Sale or Drag-Along Sale, and (iivii) above being referred at the closing of such Tag-Along Sale or the Drag-Along Sale, as the case may be, the participating Tag-Along Members or other Subject Parties shall deliver certificates for all Units to herein collectively be sold, exchanged or otherwise Transferred by such Persons, duly endorsed for Transfer or termination, to the purchaser against delivery of the appropriate purchase price. Notwithstanding anything to the contrary contained in this Section 9.10, if the Seller or the Dragging Member agrees to escrow any amount of proceeds resulting from a Tag-Along Sale or the Drag-Along Sale, as [the][an] “Assigned Interest”)the case may be, or to accept indebtedness or other securities, then each Tag-Along Member or Subject Party shall be required to escrow a pro rata amount of its proceeds from such Tag-Along Sale or the Drag-Along Sale, as the case may be, or accept such indebtedness or other securities on the same terms as are applicable to the Seller or the Dragging Member. Each such sale If the Seller or the Dragging Member is given an option as to the form and assignment is without recourse amount of consideration to [the][any] Assignor be received, then, in the event of a Tag-Along Sale, all of the participating Tag-Along Members and, except as expressly provided in the event of a Drag-Along Sale, all of the Subject Parties, shall be given the same option. Further, and notwithstanding anything to the contrary contained in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document Section 9.10 no Class B Member shall be maintained obligated to provide non-competition covenants in favor of [the][each] Assigneeany Tag-Along Sale or Drag-Along Sale.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmission) and all method of said counterparts taken together transmission shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 H FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is GUARANTY AGREEMENT THIS GUARANTY AGREEMENT dated as of June 21, 2011 is executed and delivered by each of the Effective Date set forth below undersigned and is entered into by the other Persons from time to time party hereto pursuant to the execution and between [the][each]1 Assignor identified delivery of an Accession Agreement in item 1 below the form of Annex I hereto ([the][eachall of the undersigned, an] together with such other Persons each a “AssignorGuarantor” and collectively, the “Guarantors”) and [the][each]2 Assignee identified in item 2 below favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent ([the][eachthe “Administrative Agent”) for the Lenders under that certain Credit Agreement dated as of June 21, an] 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “AssigneeCredit Agreement”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several ; capitalized terms used herein and not joint.]4 Capitalized terms used but not otherwise defined herein shall have the meanings given ascribed to them such terms in the Credit Agreement identified belowAgreement), receipt of by and among AmeriGas Propane, L.P., a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto Delaware limited partnership (the “Standard Terms Borrower”), AmeriGas Propane, Inc., a Pennsylvania corporation (the “General Partner”), the financial institutions party thereto and Conditionstheir assignees under Section 14.10 thereof (the “Lenders”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration), [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Administrative Agent, and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]other parties thereto, subject to and in accordance with the Standard Terms and Conditions for its benefit and the Credit Agreement, as benefit of the Effective Date inserted by Lenders, the Swingline Lender, the Issuing Lender and any Affiliate of a Lender or any other Person to whom Obligations are owed from time to time (the Administrative Agent as contemplated below (i) all of [Agent, the Assignor’s][the respective Assignors’] rights Lenders, the Swingline Lender, the Issuing Lender, such Affiliates and obligations in [its capacity as such other Persons each individually a Lender][their respective capacities as Lenders] under “Guarantied Party” and collectively, the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned InterestGuarantied Parties”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. This Delivery of an executed counterpart of a signature page of this Assignment and Acceptance and the rights and obligations of the parties hereunder by telecopy shall be governed byeffective as delivery of a manually executed counterpart of this Assignment. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, and construed and interpreted in accordance withAND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, the law of the State of New YorkTHE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. EXHIBIT B-2 VII FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) SOLVENCY CERTIFICATE This Assignment and Acceptance SOLVENCY CERTIFICATE (this “Assignment and AcceptanceCertificate”) is delivered in connection with that certain Second Amended and Restated Credit Agreement dated as of the Effective Date set forth below and is entered into June [**•**], 2011 by and between [the][each]1 Assignor identified in item 1 below among others, U.S. Silica Company, a Delaware corporation, USS Holdings, Inc., a Delaware corporation ([the][each“Parent”), an] the financial institutions listed therein as Lenders (“AssignorLenders”), and BNP Paribas, as administrative agent (“Administrative Agent”) and [the][each]2 Assignee identified in item 2 below the other parties listed therein ([the][each, an] “Assignee”). [It is understood said Second Amended and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Restated Credit Agreement, as of it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, being the Effective Date inserted by “Credit Agreement”). Capitalized terms used herein without definition have the Administrative Agent same meanings as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments . This Solvency Certificate is being delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any Section 3.7 of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] AssignorCredit Agreement. The benefit undersigned is the [**Treasurer/Chief Financial Officer**] of each Security Document shall be maintained Parent and hereby further certifies as of the date hereof, to his or her knowledge and in favor his or her capacity as an officer of [the][each] Assignee.Parent, and not individually, as follows:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAcceptance. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted 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. EXHIBIT B-2 K - FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) SUPPLEMENT SUPPLEMENT Dated __________ __, 20___ Reference is made to that certain Revolving Credit Agreement dated as of January 25, 2008 (as amended or modified from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “AssignorCredit Agreement”) among Xxxxxxx X. Xxxxxxxxx & Co., LLC, a Delaware limited liability company (the “Borrower”), AllianceBernstein L.P., a Delaware limited partnership, the Banks parties thereto (the “Banks”), and [the][each]2 Assignee identified in item 2 below Citibank, N.A., as Administrative Agent ([the][each, an] the “AssigneeAdministrative Agent”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized Unless otherwise defined herein, capitalized terms used but not defined herein shall in this Supplement have the meanings given to them ascribed thereto in the Credit Agreement identified below, receipt Agreement. Pursuant to Section 2.5(b) of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as the Borrower 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 the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below __________ __, 20___ and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes date on which the conditions set forth in Section 2.5(b) in respect of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in such increase have been satisfied. In connection with such requested increase in the Credit AgreementTotal Commitment, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of Borrower, the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims Administrative Agent and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above __________ (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i“Accepting Bank”) and (ii) above being referred to herein collectively hereby agree as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.follows:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAcceptance. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New YorkGeorgia. CHAR1\936505v2 Exhibit C EXHIBIT B-2 D FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is SUBSIDIARY GUARANTY AGREEMENT THIS SUBSIDIARY GUARANTY AGREEMENT, dated as of February 28, 2007 (the Effective Date set forth below “Subsidiary Guaranty Agreement”) among each of the Subsidiaries (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of Ruby Tuesday, Inc., a Georgia corporation (the “Borrower”) from time to time parties hereto, and, Bank of America, N.A., a national banking association as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below). Reference is entered into by made to the Amended and between [the][each]1 Assignor identified in item 1 below Restated Revolving Credit Agreement dated as of February 28, 2007 ([the][eachas amended, an] restated, supplemented or otherwise modified from time to time, the “AssignorCredit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”) and [the][each]2 Assignee identified Bank of America, N.A., as Administrative Agent for the Lenders (in item 2 below such capacity, the “Administrative Agent”), swingline lender ([the][eachin such capacity, an] the “AssigneeSwingline Lender”) and issuing bank (in such capacity, the “Issuing Bank”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but herein and not defined herein shall have the meanings given assigned to them such terms in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby Lenders have agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns make Loans to [the Assignee][the respective Assignees]Borrower, and [the][each] Assignee hereby irrevocably purchases the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and assumes from [upon the Assignor][the respective Assignors], terms and subject to and in accordance with the Standard Terms and Conditions and conditions specified in, the Credit Agreement, as . Each of the Effective Date inserted Guarantors is a direct or indirect wholly-owned Subsidiary of the Borrower and acknowledges that it will derive substantial benefit from the making of the Loans by the Administrative Agent as contemplated below (i) all Lenders, and the issuance of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under Letters of Credit by the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and Issuing Bank. The obligations of [the Assignor][the respective Assignors] in respect Lenders to make Loans and of the Term Loan Commitments Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and Term delivery by the Guarantors of this Subsidiary Guaranty Agreement. As consideration therefor and in order to induce the Lenders to make Loans identified below and (ii) the Issuing Bank to issue Letters of Credit, the extent permitted Guarantors are willing to be assigned under applicable lawexecute this Subsidiary Guaranty Agreement. Accordingly, all claims, suits, causes of action and any other right of [the Assignor (in its capacity parties hereto agree as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.follows:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart Annex 1-1 of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law internal laws of the State of New York. EXHIBIT B-2 L FORM OF ASSIGNMENT AND ACCEPTANCE PROMISSORY NOTE New York, New York $ [ ], 201[ ] FOR VALUE RECEIVED, the undersigned, KFN NR INVESTORS L.P., a Delaware limited partnership (AFFILIATED LENDER) This Assignment and Acceptance the “Borrower”), hereby unconditionally promises to pay to the order of [Lender] or its registered assigns (this the “Assignment and AcceptanceLender”), at the Administrative Agent’s Office or such other place as JPMORGAN CHASE BANK, N.A. (the “Administrative Agent”) is dated as shall have specified, in Dollars and in immediately available funds, in accordance with Section 5.3 of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Credit Agreement ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several as defined below; capitalized terms used and not joint.]4 Capitalized terms used but not otherwise defined herein shall have the meanings given assigned to them such terms in Section 1 of the Credit Agreement identified belowAgreement) on the Maturity Date, receipt the principal amount of a copy [ ] US Dollars ($[ ]) or, if less, the aggregate unpaid principal amount of which is hereby acknowledged all Loans, if any, made by [the] [each] Assigneethe Lender to the Borrower pursuant to the Credit Agreement. The Standard Terms Borrower further unconditionally promises to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates per annum and Conditions set forth on the dates specified in Annex 1 attached hereto (Section 2.8 of the “Standard Terms and Conditions”) are hereby agreed Credit Agreement. This Promissory Note is one of the promissory notes referred to and incorporated herein by reference and made a part in Section 13.6 of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, dated as of October 29, 2010 (as amended, replaced, amended and restated, supplemented or otherwise modified from time to time, the Effective Date inserted “Credit Agreement”), among Borrower, the lenders from time to time party thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and Letter of Credit Issuer (such terms and each other capitalized term used but not defined herein having the meaning provided in Section 1 of the Credit Agreement). This Promissory Note is subject to, and the Lender is entitled to the benefits of, the provisions of the Credit Agreement, and the Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Promissory Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever in connection with this Promissory Note. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or the Lender, any right, remedy, power or privilege hereunder or under the Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. A waiver by the Administrative Agent as contemplated below (i) all or the Lender of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity any right, remedy, power or privilege hereunder or under any Credit Document on any one occasion shall not be construed as a Lender][their respective capacities as Lenders] under bar to any right or remedy that the Credit Agreement Administrative Agent or the Lender would otherwise have on any future occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other documents or instruments delivered pursuant thereto to the extent related to the amount rights, remedies, powers and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] privileges provided by law. All payments in respect of the Term Loan Commitments principal of and Term Loans identified below and (ii) interest on this Promissory Note shall be made to the extent permitted to be assigned under applicable lawPerson recorded in the Register as the holder of this Promissory Note, all claims, suits, causes as described more fully in Section 2.5 of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or and such Person shall be treated as the loan transactions governed thereby or in any way based on or related to any Lender hereunder for all purposes of the foregoingCredit Agreement. THIS PROMISSORY NOTE SHALL BE GOVERNED BY, includingAND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] AssigneeTHE LAW OF THE STATE OF NEW YORK.

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAcceptance. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New YorkTexas. EXHIBIT B-2 B FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) COMPLIANCE CERTIFICATE [For Fiscal Quarter Ended ] [For Fiscal Year Ended ] This Assignment and Acceptance (this “Assignment and Acceptance”) is certificate dated as of , is prepared pursuant to the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Credit Agreement dated as of September 9, 2014 ([the][eachas amended, an] supplemented or otherwise modified from time to time, the “AssignorCredit Agreement”) among QES Holdco LLC, a Delaware limited liability company (together with its permitted successors and [the][each]2 Assignee identified in item 2 below ([the][eachassigns, an] the “AssigneeBorrower”), certain subsidiaries of the Borrower, as guarantors, the lenders party thereto (the “Lenders”), and Amegy Bank National Association, as Administrative Agent for such Lenders (in such capacity, the “Administrative Agent”), Issuing Bank, and Swing Line Lender. [It is understood and agreed Unless otherwise defined in this certificate, capitalized terms that are defined in the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein Credit Agreement shall have the meanings given assigned to them by the Credit Agreement. The Borrower hereby certifies (a) that no Default or Event of Default has occurred or is continuing, (b) that all of the representations and warranties made by each of the Loan Parties in the Credit Agreement identified belowand the other Loan Documents are true and correct in all material respects, receipt of a copy of except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which is hereby acknowledged by [the] [each] Assignee. The Standard Terms such representation and Conditions set forth warranty shall be true and correct in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance all respects, as if set forth herein made on the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells which case such representations and assigns to [the Assignee][the respective Assignees]warranties are true and correct in all material respects as of such earlier date, and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, (c) that as of the Effective Date inserted by date hereof, the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights following amounts and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement calculations were true and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.correct:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Acceptance and adoption of the parties to terms of this Assignment and Acceptance on 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 number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together Approved Electronic Platform shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 B FORM OF ASSIGNMENT AND ACCEPTANCE SOLVENCY CERTIFICATE [__________] This Solvency Certificate is being executed and delivered pursuant to Section 4.01(e) of the Credit Agreement (AFFILIATED LENDER) This Assignment and Acceptance (this the “Assignment and AcceptanceCredit Agreement”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][eachDecember 23, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each2016 among Myriad Genetics, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto Inc. (the “Standard Terms Company”), the lenders party thereto from time to time and Conditions”) are hereby agreed to JPMorgan Chase Bank, N.A., as the administrative agent and incorporated collateral agent; the terms defined therein being used herein by reference and made a part of this Assignment and Acceptance as if set forth herein in fulltherein defined. For an agreed considerationI, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees__________], the chief financial officer of the Company, solely in such capacity and [the][each] Assignee not in an individual capacity, hereby irrevocably purchases certify that I am the chief financial officer of the Company and assumes from [the Assignor][the respective Assignors], subject to and in accordance that I am generally familiar with the Standard Terms businesses and Conditions 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 Company pursuant to the Credit Agreement. I further certify, solely in my capacity as chief financial officer of the Company, and not in my individual capacity, as of the Effective Date inserted by date hereof and after giving effect to the Administrative Agent as contemplated below (i) all Transactions and the incurrence of [the Assignor’s][the respective Assignors’] rights indebtedness and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or being incurred in connection with the Credit AgreementAgreement and the Transactions on the date hereof, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause that: (i) above (the rights fair value of the assets of the Company and obligations sold its Restricted Subsidiaries, taken as a whole, at a fair valuation, will exceed their debts and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and liabilities, subordinated, contingent or otherwise; (ii) above being referred the present fair saleable value of the property of the Company and its Restricted Subsidiaries, taken as a whole, will be greater than the amount that will be required to herein collectively pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as [the][an] “Assigned Interest”). Each such sale debts and assignment other liabilities become absolute and matured; (iii) the Company and its Restricted Subsidiaries, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Company and its Restricted Subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is without recourse now conducted and is proposed to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assigneeconducted after the Effective Date.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance 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 or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmission) and all of said counterparts taken together imaging means shall be deemed to constitute one effective as delivery of a Annex-1-1 manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. EXHIBIT B-2 I FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment [ALTERNATIVE]46 LETTER OF CREDIT REPORT Date: ___________, 20___ To: The Bank of Nova Scotia, as Administrative Agent Ladies and Acceptance (this “Assignment Gentlemen: Reference is made to that certain Amended and Acceptance”) is Restated Credit Agreement, dated as of January 24, 2020 (as may be amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeCredit Agreement”), among C&W Senior Secured Parent Limited, as the Company and Guarantor, Sable International Finance Limited, an exempted company incorporated under the laws of the Cayman Islands, and Coral-US Co-Borrower LLC, a limited liability company organized under the laws of Delaware, as Initial Borrowers and Guarantors, the other Guarantors from time to time party thereto, The Bank of Nova Scotia, as Administrative Agent and Security Trustee, each Lender from time to time party thereto, and The Bank of Nova Scotia, as L/C Issuer and Swing Line Lender. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but herein and not otherwise defined herein shall have the meanings given assigned to them such terms in the Credit Agreement identified below, receipt Agreement. This report is being delivered pursuant to Section 2.03(n) of a copy of which is hereby acknowledged by [the] [each] Assigneethe Credit Agreement. The Standard Terms and Conditions set Set forth in Annex 1 attached hereto the table below is a description of each [Alternative] Letter of Credit issued by the undersigned and outstanding on the date hereof. L/C No. Class Currency Maximum Face Amount Current Face Amount Beneficiary Name Issuance Date Expiry Date Auto Renewal Date of Amendment Amount of Amendment 46 Bracketed language to be added if report relates to Alternative Letters of Credit. [●], as [Alternative] L/C Issuer By: Name: Title: EXHIBIT J FORM OF ADDITIONAL FACILITY JOINDER AGREEMENT47 This Additional Facility Joinder Agreement (this “Joinder Agreement”), dated as of [●], is made by and among [●], a [●] (the “Standard Terms [Borrower]”)] as Borrower and ConditionsGuarantor, each of the other Loan Parties party hereto, the financial institutions listed on Schedule 1 to this Joinder Agreement (the “Additional [Term/Revolving] Lenders”) are hereby agreed to and incorporated herein by reference The Bank of Nova Scotia as Administrative Agent (the “Administrative Agent”) and made a part of this Assignment Security Trustee (the “Security Trustee”) under the amended and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, restated credit agreement dated as of January 24, 2020 (as amended, restated, supplemented or otherwise modified from time to time prior to the Effective Date inserted by (as defined below), the “Credit Agreement”) between, among others, the [Borrower], as Borrower, the other Borrowers and Guarantors party thereto from time to time, the Administrative Agent as contemplated below (i) all of [Agent, the Assignor’s][the respective Assignors’] rights Security Trustee and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto each Lender from time to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assigneetime party thereto.

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAcceptance. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 G-1 FORM OF ASSIGNMENT AND ACCEPTANCE PROMISSORY NOTE (AFFILIATED LENDERTERM LOANS) This Assignment and Acceptance , FOR VALUE RECEIVED, the undersigned Borrower (this as defined below) hereby promises to pay to or its registered assigns (the “Assignment and AcceptanceLender”), in accordance with the provisions of the First Lien Credit Agreement (as hereinafter defined), the principal amount of (a) is [ ] ($[ ]), or, if less, (b) the aggregate unpaid principal amount, if any, of the Term Loan made by the Lender to the Borrower under that certain Credit Agreement, dated as of July 3, 2017 (the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeCredit Agreement”). [It is understood , among Focus Financial Partners, LLC, as Borrower (the “Borrower”), the lending institutions from time to time parties thereto (each a “Lender” and agreed that collectively the rights “Lenders”), Bank of America, N.A., as Revolver Administrative Agent, the Swingline Lender and obligations a Letter of [Credit Issuer and Royal Bank of Canada, as the Assignors][the Assignees]3 hereunder are several Term Administrative Agent and not joint.]4 Capitalized the Collateral Agent (capitalized terms used but not defined herein shall have having the meanings given to them meaning provided in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement). The Standard Terms Borrower promises to pay interest on the unpaid principal amount of the Term Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and Conditions at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Term Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Term Administrative Agent’s office or such other place as the Term Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in Annex 1 attached hereto the Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to in Section 2.5(g) of the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Term Loan evidenced hereby is guaranteed and secured as provided therein and in the other Credit Documents. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Promissory Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. The Term Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Promissory Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself and its respective successors and assigns, hereby waives presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Promissory Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. FOCUS FINANCIAL PARTNERS, LLC By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT G-2 FORM OF PROMISSORY NOTE (REVOLVING CREDIT LOANS) , FOR VALUE RECEIVED, the undersigned Borrower (as defined below) hereby promises to pay to or its registered assigns (the “Standard Terms and ConditionsLender”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration), [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms provisions of the Credit Agreement (as hereinafter defined), the principal amount of (a) [ ] ($[ ]) (or such amount denominated in an Alternative Currency as provided in the Credit Agreement), or, if less, (b) the aggregate unpaid principal amount, if any, of the Revolving Credit Loan made by the Lender to the Borrower under that certain First Lien Credit Agreement, dated as of July 3, 2017 (the “Credit Agreement”), among Focus Financial Partners, LLC, as Borrower (the “Borrower”), the lending institutions from time to time parties thereto (each a “Lender” and Conditions collectively the “Lenders”), Bank of America, N.A., as Revolver Administrative Agent, the Swingline Lender and a Letter of Credit Issuer and Royal Bank of Canada, as the Term Administrative Agent and the Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement). The Borrower promises to pay interest on the unpaid principal amount of the Revolving Credit Loan made by the Lender from the date of such Loan, 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 Revolver Administrative Agent for the account of the Lender in the currency in which such Revolving Credit Loan is denominated (or as otherwise provided in the Credit Agreement) in immediately available funds at the Revolver Administrative Agent’s office or such other place as the Revolver Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to in Section 2.5(g) of the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Revolving Credit Loan evidenced hereby is guaranteed and secured as provided therein and in the other Credit Documents. Upon the occurrence and continuation of one or more of the Effective Date inserted by the Administrative Agent as contemplated below (i) all Events of [the Assignor’s][the respective Assignors’] rights and obligations Default specified in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, all amounts then remaining unpaid on this Promissory Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. The Revolving Credit Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Promissory Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself and its respective successors and assigns, hereby waives presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Promissory Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. FOCUS FINANCIAL PARTNERS, LLC By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Repaid This Date Unpaid Principal Balance This Date Notation Made By EXHIBIT G-3 FORM OF PROMISSORY NOTE (SWINGLINE LOANS) , FOR VALUE RECEIVED, the undersigned Borrower (as defined below) hereby promises to pay to or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of (a) [ ] ($[ ]), or, if less, (b) the aggregate unpaid principal amount, if any, of the Swingline Loan made by the Lender to the Borrower under that certain First Lien Credit Agreement, dated as of July 3, 2017 (the “Credit Agreement”), among Focus Financial Partners, LLC, as the Borrower (the “Borrower”), the lending institutions from time to time parties thereto (each a “Lender” and collectively the “Lenders”), Bank of America, N.A., as Revolver Administrative Agent, the Swingline Lender and a Letter of Credit Issuer and Royal Bank of Canada, as the Term Administrative Agent and the Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement). The Borrower promises to pay interest on the unpaid principal amount of the Swingline Loan made by the Lender from the date of such Loan, 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 Revolver Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Revolver Administrative Agent’s office or such other place as the Revolver Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to in Section 2.5(g) of the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Swingline Loan evidenced hereby is guaranteed and secured as provided therein and in the other documents Credit Documents. Upon the occurrence and continuation of one or instruments more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Promissory Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. The Swingline Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Promissory Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself and its respective successors and assigns, hereby waives presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Promissory Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. FOCUS FINANCIAL PARTNERS, LLC By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Repaid This Date Unpaid Principal Balance This Date Notation Made By EXHIBIT H FORM OF COMPLIANCE CERTIFICATE [DATE] This Compliance Certificate is delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any Section 9.1(d) of the foregoingFirst Lien Credit Agreement, includingdated as of July 3, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Focus Financial Partners, LLC, as the Borrower (the “Borrower”), the lending institutions from time to time parties thereto (each a “Lender” and collectively the “Lenders”), Bank of America, N.A., as Revolver Administrative Agent, the Swingline Lender and a Letter of Credit Issuer and Royal Bank of Canada, as the Term Administrative Agent and the Collateral Agent (capitalized terms used but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or defined herein having the meaning provided in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”Credit Agreement). Each such sale The undersigned hereby certifies, solely in the capacity as an Authorized Officer of the Borrower, and assignment is without recourse to [the][any] Assignor andnot individually, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.follows:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy, email or other electronic transmission) and all method of said counterparts taken together transmission shall be deemed to constitute one effective as deliver of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 B FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) BORROWING BASE CERTIFICATE Monthly accounting period ended , 201 Reference is made to that certain Senior Secured Revolving Credit Agreement, dated as of March 21, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the Effective Date set forth below and is entered into “Credit Agreement”), by and between [the][each]1 Assignor identified in item 1 below among CARLYLE GMS FINANCE, INC., a Maryland corporation ([the][each, an] the “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeBorrower”), the financial institutions party thereto as Lenders, and SunTrust Bank, as the Administrative Agent. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not herein without definition are so used as defined herein shall have the meanings given to them in the Credit Agreement identified belowAgreement. Pursuant to Section 5.01(d) of the Credit Agreement, receipt the undersigned, the of the Borrower, and as such a copy Financial Officer of which is the Borrower, hereby acknowledged by [the] [each] Assignee. The Standard Terms certifies, represents and Conditions set forth in warrants on behalf of the Borrower that (a) attached hereto as Annex 1 attached hereto is (i) a complete and correct list as of the “Standard Terms end of the monthly accounting period ended , 201 of all Investments included in the Collateral and Conditions”(ii) are hereby agreed to a true and incorporated herein by reference and made a part correct calculation of this Assignment and Acceptance the Borrowing Base as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [of the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and end of such monthly accounting period determined in accordance with the Standard Terms and Conditions and requirements of the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (iib) to without limiting the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any generality of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims all Portfolio Investments included in the calculation of the Borrowing Base herein have been Delivered (as defined in the Guarantee and all other claims at law or in equity related Security Agreement) to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] AssigneeCollateral Agent.

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one instrument. Acceptance and adoption of the terms of this Assignment by the Assignee and the same instrumentAssignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment by any Approved Electronic Platform shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment and Acceptance and the rights and obligations of the parties Parties hereunder shall be governed by, and construed and interpreted in accordance with, the law internal laws of the State of New York. EXHIBIT B-2 E TO SENIOR SUBORDINATED TERM LOAN AND GUARANTY AGREEMENT [FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment OF] CERTIFICATE RE NON-BANK STATUS Reference is made to the Senior Subordinated Term Loan and Acceptance (this “Assignment and Acceptance”) is Guaranty Agreement, dated as of February 7, 2019 (as it may be amended, restated, supplemented or otherwise modified, the Effective Date set forth below “Credit Agreement”; the terms defined therein and is entered into not otherwise defined herein being used herein as therein defined), by and between [the][each]1 Assignor identified among OZ MANAGEMENT LP, a Delaware limited partnership (“OZM”), as a Borrower and as a Guarantor, OZ ADVISORS LP, a Delaware limited partnership (“Advisors”), as a Borrower and as a Guarantor, OZ ADVISORS II LP, a Delaware limited partnership (“Advisors II”, together with OZM and Advisers, the “Borrowers”, and each a “Borrower”), as a Borrower and as a Guarantor, the other Guarantors party thereto from time to time, as Guarantors, the Lenders party thereto from time to time, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent (together with its permitted successors in item 1 below ([the][eachsuch capacity, an] “AssignorAdministrative Agent”) and [the][each]2 Assignee identified in item 2 below ([the][eachXXXXXX X. OCH, an] “Assignee”)as the Initial Lender Representative. [It is understood and agreed that the rights and obligations Pursuant to Section 2.16(f) of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below undersigned hereby certifies that it is not (i) all a “bank” within the meaning of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect Section 881(c)(3)(A) of the Term Loan Commitments and Term Loans identified below and Code, (ii) to a “10-percent shareholder” of any Borrower within the extent permitted to be assigned under applicable law, all claims, suits, causes meaning of action Section 871(h)(3)(B) of the Code or (iii) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or that no payments in connection with the any Credit AgreementDocument are effectively connected with a U.S. trade or business. [NAME OF LENDER] By: Name: Title: EXHIBIT F TO SENIOR SUBORDINATED TERM LOAN AND GUARANTY AGREEMENT [FORM OF] CLOSING DATE CERTIFICATE February 7, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.2019 THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

General Provisions. This Assignment Terms and Acceptance shall be binding uponConditions of Purchase SUPPLIER additional documents and/or revised documents during the execution of the CONTRACT in order to adjust, and inure to the benefit ofclarify or complete a These General Purchasing Conditions (hereinafter, the parties hereto "GPC") govern any supply of goods and/or services as well as their associated documentation (hereinafter, the "SUPPLIES") agreed between Air Liquide Advanced Technologies, which has its registered office located at: 00, Xxxx x'Xxxxx - 00000 Xxxxx and their respective successors having a place of business located at 0 xxx Xxxxxxxxxxx, 00000 Xxxxxxxxx, Xxxxxx (hereinafter, "AL-aT") and permitted assignsany company proposing or undertaking to sell such SUPPLIES (hereinafter, the “SUPPLIER"). This Assignment AL-aT and Acceptance the SUPPLIER may be executed designated individually as "Party” or collectively as the “Parties". The Parties acknowledge that the present GPC have been expressly reviewed and discussed during a negotiation phase. Accordingly, unless otherwise agreed by one or more the Parties, acceptance by the SUPPLIER of a purchase order issued by AL-aT as set forth in Article 3 of the parties to this Assignment and Acceptance on any number of separate counterparts present GPC (including by facsimile or other electronic transmissionhereinafter, the "PURCHASE ORDER") and all of said counterparts taken together shall be deemed to constitute one an agreement by the SUPPLIER to be bound by these GPC and any other agreed conditions as described in the same instrument. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance withrelevant PURCHASE ORDER (hereinafter, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneePARTICULAR CONDITIONS”). [It is understood and agreed that The following documents, listed in descending order of priority in case of conflict or discrepancies, constitute the rights and obligations entire agreement of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowParties (hereinafter, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms CONTRACT”): ● The PURCHASE ORDER, including any applicable documentations referred therein and Conditions”) are hereby agreed to and incorporated herein by reference and made a part PARTICULAR CONDITIONS; ● The present GPC; ● The SUPPLIER’s offer (exclusive of this Assignment and Acceptance as SUPPLIER’s general sales conditions referred or included therein, if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lendersany)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Affiliated Lender Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Acceptance Assumption may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including and by facsimile different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy or other electronic transmissiontransmission (such as a .pdf) and all of said counterparts taken together shall be deemed to constitute one as effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and the same instrumentAssumption. This Affiliated Lender Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, with and governed by the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is C GUARANTEE AGREEMENT made by THE GUARANTORS PARTY HERETO FROM TIME TO TIME in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent Dated as of [ ], 2015 GUARANTEE AGREEMENT GUARANTEE AGREEMENT, dated as of [ ], 2015, made by each of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”; provided that no Excluded Subsidiary shall be required to be a party hereto), in item 1 below favor of JPMorgan Chase Bank, N.A., as collateral agent ([the][eachin such capacity, an] the “AssignorCollateral Agent”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that for the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or Secured Parties in connection with the Credit Agreement, any other documents dated as of October 7, 2015 (as amended, amended and restated, supplemented or instruments delivered pursuant thereto otherwise modified, refinanced or replaced from time to time, the loan transactions governed thereby or in any way based on or related to any of the foregoing“Credit Agreement”), includingamong The Match Group, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above Inc. (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned InterestBorrower”). Each , the banks and other financial institutions or entities parties thereto as “Lenders” (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such sale capacity, the “Administrative Agent”), and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assigneecertain other parties.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance 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 or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmission) and all of said counterparts taken together imaging means shall be deemed to constitute one and the same instrument. This effective as delivery of a manually executed counterpart of this Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed byAssumption. THIS ASSIGNMENT AND ASSUMPTION AND ANY DISPUTE, and construed and interpreted in accordance withCLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER ARISING IN CONTRACT, the law of the State of New YorkTORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW. EXHIBIT B-2 B FORM OF AFFILIATED LENDER ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) ASSUMPTION This Affiliated Lender Assignment and Acceptance Assumption (this “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 the][each](17) Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 the][each](18) Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 Assignees](19) hereunder are several and not joint.]4 joint.](20) Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified (as defined below), receipt of a copy of which is hereby acknowledged by [the] [eachthe][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of under the Term Loan Commitments and Term Loans respective facilities identified below (including without limitation any guarantees included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on Assumption by telecopy, e-mailed .pdf or any number of separate counterparts (including by facsimile or other electronic transmission) and all means that reproduces an image of said counterparts taken together the actual executed signature page shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-1 OPINION OF COUNSEL FOR THE BORROWERS Attached. EXHIBIT B-2 OPINION OF GENERAL COUNSEL OF THE COMPANY Attached. EXHIBIT C FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance INCREASING LENDER SUPPLEMENT INCREASING LENDER SUPPLEMENT, dated __________, 20___ (this “Assignment Supplement”), by and Acceptance”) is among each of the signatories hereto, to the Third Amended and Restated Credit Agreement, dated as of August 20, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified “Credit Agreement”), among Worthington Industries, Inc. (the “Company”), the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders party thereto, PNC Bank, National Association, as administrative agent (in item 1 below ([the][eachsuch capacity, an] the “AssignorAdministrative Agent”) and [the][each]2 Assignee identified in item 2 below ([the][eachJPMorgan Chase Bank, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance N.A. as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assigneesyndication agent.

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including by facsimile telecopy or other electronic transmission) and all of said counterparts taken together transmission shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAcceptance. This Assignment and Acceptance Acceptance, and the rights and obligations of the parties hereunder hereunder, shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 ANNEX 1-2 TO THE CREDIT AGREEMENT FORM OF ASSIGNMENT AND ACCEPTANCE PROMISSORY NOTE (AFFILIATED LENDERREVOLVING CREDIT LOANS) This Assignment and Acceptance $ New York, New York [ , 20 ] FOR VALUE RECEIVED, the undersigned, TEX Operations Company LLC, a Delaware limited liability company (this the “Assignment and AcceptanceBorrower”), hereby unconditionally promises to pay to [Revolving Credit Lender] or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of (a) is [AMOUNT] [($[ ])], or, if less, (b) the aggregate unpaid principal amount, if any, of Revolving Credit Loans made by the Lender to the Borrower under that certain Credit Agreement, dated as of October 3, 2016 (as the Effective Date set forth below same may be amended, restated, amended and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][eachrestated, an] supplemented or otherwise modified, refinanced or replaced from time to time, the “AssignorCredit Agreement”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several ; capitalized terms used and not joint.]4 Capitalized terms used but not otherwise defined herein shall have the meanings given assigned to them such terms in the Credit Agreement), among TEX Intermediate Company LLC, a Delaware limited liability company, the Borrower, the Lenders and Letter of Credit Issuers party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the other parties named therein. The Borrower hereby further promises to pay interest on the unpaid principal amount of the Revolving Credit Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. 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 or such other place as the Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) at the Default Rate. The Revolving Credit Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Revolving Credit Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Borrower, for itself, its successors and assigns, hereby waives presentment, protest, demand and notice of any kind whatsoever in connection with this Promissory Note. All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.5(e) of the Credit Agreement, and such Person shall be treated as the Revolving Credit Lender hereunder for all purposes of the Credit Agreement. THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. TEX OPERATIONS COMPANY LLC By: Name: Title: [Signature Page to Promissory Note (Revolving Credit Loans)] LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Revolving Credit Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT K-2 TO THE CREDIT AGREEMENT FORM OF PROMISSORY NOTE (TERM LOANS) $ New York, New York [ , 20 ] FOR VALUE RECEIVED, the undersigned, TEX Operations Company LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to [Term Loan Lender] or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of (a) [AMOUNT] [($[ ])], or, if less, (b) the aggregate unpaid principal amount, if any, of Term Loans made by the Lender to the Borrower under that certain Credit Agreement, dated as of October 3, 2016 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among TEX Intermediate Company LLC, a Delaware limited liability company, the Borrower, the Lenders and Letter of Credit Issuers party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the other parties named therein. The Borrower hereby further promises to pay interest on the unpaid principal amount of the Term Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. 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 or such other place as the Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) at the Default Rate. The Term Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Term Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Borrower, for itself, its successors and assigns, hereby waives presentment, protest, demand and notice of any kind whatsoever in connection with of this Promissory Note. All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.5(e) of the Credit Agreement, and such Person shall be treated as the Term Loan Lender hereunder for all purposes of the Credit Agreement. THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. [Signature page follows] TEX OPERATIONS COMPANY LLC By: Name: Title: [Signature Page to Promissory Note (Term Loans)] LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Term Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT K-3 TO THE CREDIT AGREEMENT FORM OF PROMISSORY NOTE (TERM C LOANS) $ New York, New York [ , 20 ] FOR VALUE RECEIVED, the undersigned, TEX Operations Company LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to [Term C Loan Lender] or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of (a) [AMOUNT] [($[ ])], or, if less, (b) the aggregate unpaid principal amount, if any, of Term C Loans made by the Lender to the Borrower under that certain Credit Agreement, dated as of October 3, 2016 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among TEX Intermediate Company LLC, a Delaware limited liability company, the Borrower, the Lenders and Letter of Credit Issuers party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the other parties named therein. The Borrower hereby further promises to pay interest on the unpaid principal amount of the Term C Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. 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 or such other place as the Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) at the Default Rate. The Term C Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto This promissory note (the this “Standard Terms and ConditionsPromissory Note”) are hereby agreed is one of the promissory notes referred to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto is entitled to the extent related benefits thereof and may be prepaid in whole or in part subject to the amount terms and percentage interest identified below conditions provided therein. The Term C Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Borrower, for itself, its successors and assigns, hereby waives presentment, protest, demand and notice of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] any kind whatsoever in connection with this Promissory Note. All payments in respect of the Term Loan Commitments principal of and Term Loans identified below and (ii) interest on this Promissory Note shall be made to the extent permitted to be assigned under applicable lawPerson recorded in the Register as the holder of this Promissory Note, all claims, suits, causes as described more fully in Section 2.5(e) of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or and such Person shall be treated as the loan transactions governed thereby or in any way based on or related to any Term C Loan Lender hereunder for all purposes of the foregoingCredit Agreement. THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, includingCONSTRUED AND INTERPRETED IN ACCORDANCE WITH, but not THE LAWS OF THE STATE OF NEW YORK. [Signature page follows] TEX OPERATIONS COMPANY LLC By: Name: Title: [Signature Page to Promissory Note (Term C Loans)] LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Term C Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT L TO THE CREDIT AGREEMENT FORM OF INCREMENTAL AMENDMENT INCREMENTAL AMENDMENT, dated as of [ , 20 ] (this “Agreement”), by and among [LENDERS PROVIDING NEW LOANS] (each, a “New Loan Lender” and, collectively, the “New Loan Lenders”), TEX Operations Company LLC, a Delaware limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above liability company (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i“Borrower”) and (ii) above being referred to herein collectively Deutsche Bank AG New York Branch, as [the][an] “Assigned Interest”). Each such sale Administrative Agent and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] AssigneeCollateral Agent.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. 2 The concept of “Foreign Lender” should be conformed to the section in the Credit Agreement governing Taxes. Acceptance of the parties to terms of this Assignment and Acceptance on 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 number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together Electronic System shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) B COMPLIANCE CERTIFICATE Date: To: The Lenders parties to the Credit Agreement Described Below This Assignment and Acceptance (this “Assignment and Acceptance”) Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of December 19, 2014 (as amended, modified, renewed or extended from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “AssignorAgreement”) and [the][each]2 Assignee identified in item 2 below among A.S.V., Inc. ([the][each, an] the “AssigneeBorrower”), the other Loan Parties, the Lenders party thereto and XXXXXXXX LOAN AGENCY SERVICES LLC, as Administrative Agent for the Lenders. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized Unless otherwise defined herein, capitalized terms used but not defined herein shall in this Compliance Certificate have the meanings given to them ascribed thereto in the Credit Agreement identified below, receipt Agreement. In the event of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms any conflict between the calculations required under this certificate and Conditions set forth in Annex 1 attached hereto (those required under the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as the terms of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”)shall control. Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.THE UNDERSIGNED HEREBY CERTIFIES THAT:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAcceptance. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New YorkTexas. EXHIBIT B-2 B FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) COMPLIANCE CERTIFICATE [For Fiscal Quarter Ended ] [For Fiscal Year Ended ] This Assignment and Acceptance (this “Assignment and Acceptance”) is certificate dated as of , is prepared pursuant to the Effective Date set forth below Second Lien Credit Agreement dated as of December 19, 2016 (as amended, restated, amended and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][eachrestated, an] supplemented, or otherwise modified from time-to-time, the “AssignorCredit Agreement”) among Xxxxxxxx Energy Services LP, a Delaware limited partnership (together with its permitted successors and [the][each]2 Assignee identified assigns, the “Borrower”), certain subsidiaries of the Borrower, as guarantors, the lenders party thereto (the “Lenders”), and Cortland Capital Market Services LLC, as Administrative Agent for such Lenders (in item 2 below ([the][eachsuch capacity, an] the “AssigneeAdministrative Agent”). [It is understood and agreed Unless otherwise defined in this certificate, capitalized terms that are defined in the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein Credit Agreement shall have the meanings given assigned to them by the Credit Agreement. The Borrower hereby certifies (a) that no Default or Event of Default has occurred or is continuing (b) that all of the representations and warranties made by each of the Loan Parties in the Credit Agreement identified belowand the other Loan Documents are true and correct in all material respects, receipt of a copy of except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which is hereby acknowledged by [the] [each] Assignee. The Standard Terms such representation and Conditions set forth warranty shall be true and correct in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance all respects, as if set forth herein made on the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells which case such representations and assigns to [the Assignee][the respective Assignees]warranties are true and correct in all material respects as of such earlier date, and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, (c) that as of the Effective Date inserted by date hereof, the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights following amounts and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement calculations were true and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.correct:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. EXHIBIT B-2 F TO CREDIT AND GUARANTY AGREEMENT FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment CERTIFICATE RE NON-BANK STATUS Reference is made to the Credit and Acceptance (this “Assignment and Acceptance”) is Guaranty Agreement, dated as of March 9, 2007 (as it may be amended, supplemented or otherwise modified, the Effective Date set forth below “Credit Agreement”; the terms defined therein and is entered into not otherwise defined herein being used herein as therein defined), by and between [the][each]1 Assignor identified in item 1 below among RELIANT PHARMACEUTICALS, INC. ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeCompany”), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantor Subsidiaries, the Lenders party thereto from time to time and XXXXXXX XXXXX CREDIT PARTNERS L.P., as Lender, Sole Lead Arranger, Sole Bookrunner, Syndication Agent, Administrative Agent and Collateral Agent. [It is understood and agreed that the rights and obligations Pursuant to Section 2.20(c) of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as the undersigned hereby certifies that it is not a “bank” or other Person described in Section 881(c)(3) of the Effective Date inserted by the Administrative Agent Internal Revenue Code of 1986, as contemplated below (i) all of amended. [the Assignor’s][the respective Assignors’NAME OF LENDER] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.By: Name: Title: EXHIBIT G-1 TO CREDIT AND GUARANTY AGREEMENT FORM OF CLOSING DATE CERTIFICATE THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:

General Provisions. This Agreement is not transferable by either Party without the other’s prior written consent (which shall not be unreasonably conditioned, delayed or withheld), except that either Party may (without consent) assign its rights and obligations hereunder to any entity that is controlled by, controls, or is under common control with the assigning Party or to any successor entity to all or substantially all of its business (by sale or other transfer of equity or assets, merger, consolidation, reorganization or otherwise). Without limiting the foregoing, Client shall also have the right to assign this Agreement, without consent of Synacor, pursuant to (a) the terms of a plan of reorganization in connection with the Bankruptcy Case; or (b) a sale of assets of Client, which includes this Agreement, pursuant to either Section 363 of the Bankruptcy Code or approval of such sale by the Bankruptcy Court (collectively, the “Bankruptcy Assignment and Acceptance shall Rights”). Except in connection with the exercise of the Bankruptcy Assignment Rights, Client may not, without the prior written consent of Synacor, assign this Agreement to any third party with whom Synacor has, as of the date of the proposed assignment, a valid, written agreement with respect to the provision of services that are, in all material respects, identical to the Services being provided in the aggregate hereunder. This Agreement will be binding upon, and inure to the benefit of, the parties successors, representatives and permitted assigns of the Parties. This Agreement (including any schedules, exhibits, riders, addendums, amendments and attachments) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the Parties concerning the subject matter of this Agreement. No change, modification or waiver to this Agreement will be effective unless in writing and signed by both parties. In the event of any conflict or inconsistency between the terms and conditions in this Agreement and any schedule, exhibit, rider, attachment or addenda attached hereto, the terms and conditions of the Agreement will prevail. Except as expressly provided herein, any different or additional terms on any related purchase order, confirmation or similar form, even if signed by the Parties after the date hereof, shall have no force or effect on this Agreement. The Parties agree that Synacor and its employees and agents will be serving Client as independent contractors for all purposes and not as employees or partners of, or joint venturers with, Client, No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither Party has any authority of any kind to bind the other in any respect. Neither Synacor nor Client shall be or become liable or bound by any representation, act or omission whatsoever of the other. This Agreement is intended for the sole and exclusive benefit of the Parties hereto and their respective successors and permitted assigns. Except as expressly provided in Section 8(g) of the Addendum, neither Party intends to benefit any other person or entity, including, without limitation, a “third party beneficiary,” as that term may be defined by applicable statutory or case law, and no other person or entity who is not a party (including, without limitation, an obligor, borrower, or guarantor) shall have any right to rely upon this Agreement for any purpose whatsoever. The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after being sent, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested. This Assignment Agreement shall be governed by and Acceptance construed in accordance with the laws of the State of New York, USA without regard to the conflicts of laws provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees. Headings are for convenience of reference only and shall in no way affect interpretation of the Agreement. This Agreement may be executed by in one or more counterparts, each of the parties to this Assignment and Acceptance on any number of separate counterparts which (including by facsimile or other electronic transmissiononce executed) and shall be deemed an original, but all of said counterparts which taken together shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and Neither Party shall have any rights against the rights and other Party hereto for the non-operation of facilities or the non-furnishing of services or fulfillment of obligations if such non-operation, non-furnishing or non-fulfillment is due to an act of the parties hereunder God or other cause beyond such Party’s reasonable control. All remedies, whether at law, in equity or pursuant to this Agreement shall be cumulative. SYNACOR, INC. ACC OPERATIONS, INC. (CLIENT) By: /s/ Gxxxxx Xxxxxxx By: /s/ Mxxxxx Xxxxx Name: Gxxxxx Xxxxxxx Name: Mxxxxx Xxxxx Title: SVP Title: CTO/SVP Date: 7/21/2004 Date: July 13th, 2004 SCHEDULE A TO SYNACOR MASTER SERVICES AGREEMENT PRODUCT & PRICING SCHEDULE This Schedule A forms a part of, and is governed by, and construed and interpreted in accordance withthe Synacor Master Services Agreement dated July 21 2004, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Synacor, Inc. and ACC Operations, Inc., including any schedules, attachments, exhibits, addenda, amendments or riders attached thereto ([the][eachcollectively, an] the “AssignorAgreement.”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized Any capitalized terms used but in this Schedule A and not defined herein shall have the meanings given ascribed to them such terms in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement. The Standard Terms product deliverables and Conditions fees payable by Client to Synacor pursuant to the Agreement are set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assigneebelow.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by one or more of the parties to this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page to this Assignment and Assumption by email or facsimile transmission shall be effective as delivery of a manually signed executed counterpart hereof. A set of copies of this Assignment and Assumption signed by all the parties shall be lodged with the Lender. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 TALF Master Loan and Security Agreement Appendix 3A-4 APPENDIX 3B: FORM OF ASSIGNMENT AND ACCEPTANCE ASSUMPTION (AFFILIATED LENDERASSIGNMENT BY XXXXXXXX) This Assignment and Acceptance Assumption (this “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 the Assignor identified in item 1 below ([the][each, an] the “Assignor”) and [the][each]2 the Assignee identified in item 2 below ([the][each, an] the “Assignee”), through their respective Applicable TALF Agents, pursuant to the Master Loan and Security Agreement identified below (the “Loan Agreement”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowLoan Agreement, receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) Lender, all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Borrower under the Credit Loan Agreement, any other Lending Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the associated rights and obligations sold and assigned pursuant to clause (i) above with respect thereto (the rights and obligations sold and assigned by [the][any] the Assignor to [the][any] the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssumption, without representation or warranty by [the][any] the Assignor. The benefit Upon the effectiveness of each Security Document this Assignment and Assumption, Assignee shall be maintained in favor become bound to the terms and conditions of [the][each] Assigneethe Loan Agreement with respect to such Assigned Interest.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance 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 or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmission) and all of said counterparts taken together imaging means shall be deemed to constitute one effective as delivery of a Annex-1-1 manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. EXHIBIT B-2 E-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment LENDER NOTICE [●] Re: Reference is made to the Amended and Acceptance (this “Assignment and Acceptance”) is Restated Credit Agreement, dated as of January 24, 2020 (as may be amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeCredit Agreement”), among C&W Senior Secured Parent Limited, as the Company and Guarantor, Sable International Finance Limited, an exempted company incorporated under the laws of the Cayman Islands, and Coral-US Co-Borrower LLC, a limited liability company organized under the laws of Delaware, as Initial Borrowers and Guarantors, the other Guarantors from time to time party thereto, The Bank of Nova Scotia, as Administrative Agent and Security Trustee, each Lender from time to time party thereto, and The Bank of Nova Scotia, as L/C Issuer and Swing Line Lender. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but herein and not otherwise defined herein shall have the meanings given assigned to them such terms in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement. Ladies and Gentlemen: The Standard Terms and Conditions set forth in Annex 1 attached hereto undersigned (the “Standard Terms and ConditionsProposed Affiliate Assignee”) are hereby agreed gives you notice, pursuant to and incorporated herein by reference and made a part Section 10.07(k)(v) of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.that:

General Provisions. This Affiliated Lender Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Acceptance Assumption may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by facsimile or other electronic transmission) and all of said counterparts taken together by email as a “.pdf” or “.tif” attachment shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and the same instrumentAssumption. This Affiliated Lender Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, with and governed by the law laws of the State of New York. EXHIBIT B-2 XXXXXXX X-0 [FORM OF OF] ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) ASSUMPTION This Assignment and Acceptance Assumption (this the “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]2 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the First Lien Credit Agreement identified belowbelow (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 I attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the First Lien Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below below, (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the First Lien Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the Assignor under the respective Assignors] in respect of the Term Loan Commitments and Term Loans facilities identified below (including any letters of credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable lawRequirements of Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Person, whether known or unknown, arising under or in connection with the First Lien Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the First Lien Credit Agreement, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the First Lien Credit Agreement with respect to facts and circumstances occurring on or prior to the Effective Date and subject to its obligations hereunder and under Section 9.13 of the First Lien Credit Agreement. Such sale and assignment is (i) subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to Section 9.05(b)(v) of the First Lien Credit Agreement, (ii) without recourse to [the][any] the Assignor and, and (iii) except as expressly provided in this Assignment and AcceptanceAssumption, without representation or warranty by [the][any] the Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAcceptance. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 to the Credit Agreement FORM OF AFFILIATED LENDER ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Affiliated Lender Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below (as defined below) and is entered into by and between [the][each]1 the Assignor identified in item 1 below ([the][each, an] “Assignor”as defined below) and [the][each]2 the Assignee identified in item 2 below ([the][each, an] “Assignee”as defined below). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowbelow (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below below, (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the Assignor under the respective Assignors] in respect of the Term Loan Commitments and or Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Personperson, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. the Assignor except as set forth in The benefit of each Security Document shall be maintained in favor of [the][each] AssigneeStandard Terms and Conditions.

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or and other electronic transmission) and all of said counterparts taken ), which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law internal laws of the State of New YorkYork without regard to conflict of laws principles thereof. EXHIBIT B-2 FORM OF ASSIGNMENT E TO CREDIT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment GUARANTY AGREEMENT CERTIFICATE RE NON-BANK STATUS Reference is made to the Credit and Acceptance (this “Assignment and Acceptance”) is Guaranty Agreement, dated as of February 8, 2012 (as it may be amended, supplemented or otherwise modified, the Effective Date set forth below “Credit Agreement”; the terms defined therein and is entered into not otherwise defined herein being used herein as therein defined), by and between [the][each]1 Assignor identified in item 1 below among TRONOX PIGMENTS ([the][eachNETHERLANDS) B.V., an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto private limited liability company incorporated under Dutch law (the “Standard Terms Borrower”), TRONOX INCORPORATED, a Delaware corporation (“US Holdings”), certain Subsidiaries of Holdings, as Guarantors, XXXXXXX XXXXX BANK USA, as Sole Lead Arranger, Joint Bookrunner, Administrative Agent, Collateral Agent and Conditions”Syndication Agent, DEUTSCHE BANK SECURITIES INC., as Joint Bookrunner and Documentation Agent and the other Agents and Lenders party thereto from time to time. Pursuant to Section 2.17(c) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, the undersigned hereby certifies that it is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code of 1986, as amended. [NAME OF LENDER] By: Name: Title: EXHIBIT F-1 TO CREDIT AND GUARANTY AGREEMENT CLOSING DATE CERTIFICATE February 8, 2012 THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS, in each case as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights date hereof and obligations in [its his/her capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or an Authorized Officer but not in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.individual capacity:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be construed in accordance with and governed by, and construed and interpreted in accordance with, the law laws of the State of New YorkYork without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment C [Form of] BORROWING REQUEST Royal Bank of Canada, as Administrative Agent [ADDRESS] Re: Norcraft Companies, L.P. [Date] Ladies and Acceptance (this “Assignment and Acceptance”) Gentlemen: Reference is made to the Credit Agreement dated as of November 14, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “AssignorCredit Agreement”) and [the][each]2 Assignee identified in item 2 below among NORCRAFT COMPANIES, L.P., a Delaware limited partnership ([the][each, an] “AssigneeBorrower”). [It is understood , the Lenders (such term and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms each other capitalized term used but not defined herein shall have having the meanings meaning given to them it in Article I of the Credit Agreement), RBC CAPITAL MARKETS and KEYBANK NATIONAL ASSOCIATION, as joint lead arrangers and joint bookrunners (in such capacities, individually, “Arranger” and collectively the “Arrangers”), and ROYAL BANK OF CANADA, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement identified below, receipt of that it requests a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and Borrowing under the Credit Agreement, as of and in that connection sets forth below the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of terms on which such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted Borrowing is requested to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.made:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted assignspursuant to the Credit Agreement. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile fax or other electronic transmission) and all of said counterparts taken together delivery shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 TO CREDIT AGREEMENT FORM OF ASSIGNMENT AND ACCEPTANCE NOTE , FOR VALUE RECEIVED, the undersigned, a Delaware limited partnership (AFFILIATED LENDERthe “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan (other than Swingline Loans) This Assignment and Acceptance (this “Assignment and Acceptance”) is from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 25, 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the Effective Date “Credit Agreement”; the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and HSBC Bank USA, National Association, as the Administrative Agent, the Collateral Agent, a Swingline Lender and an Issuing Bank, and each other Issuing Bank from time to time party thereto. The Borrower promises to pay interest on the unpaid principal amount of each Loan (other than Swingline Loans) 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 ratable account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth below in Section 2.8(c) of the Credit Agreement. This Note is subject to mandatory prepayments and to voluntary prepayments and to all other terms and conditions as provided in the Credit Agreement. This Note is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that one of the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given promissory notes referred to them in the Credit Agreement identified belowand is entitled to the benefits thereof. This Note is also entitled to the benefits of the other Credit Documents and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, receipt of a copy of which is hereby acknowledged 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 (other than Swingline Loans) made by [the] [each] Assignee. The Standard Terms the Lender shall be evidenced by an account or accounts maintained by the Lender and Conditions set forth in Annex 1 attached hereto (by the “Standard Terms Register and Conditions”) are hereby agreed to and incorporated herein subaccounts maintained by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and Administrative Agent in accordance with the Standard Terms Credit Agreement. The Lender may also attach schedules to this Note and Conditions endorse thereon the date, amount and maturity of its Loans (other than Swingline Loans) and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. No failure to exercise and no delay in exercising, on the part of the Administrative Agent, any right, remedy, power or privilege hereunder or under the Credit AgreementDocuments shall operate as a waiver thereof, as nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the Effective Date inserted exercise of any other right, remedy, power or privilege. A waiver by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity any right, remedy, power or privilege hereunder or under any Credit Document on any one occasion shall not be construed as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related bar to any of right or remedy that the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] AssignorAdministrative Agent would otherwise have on any future occasion. The benefit rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of each Security Document shall be maintained in favor of [the][each] Assigneeany rights, remedies, powers and privileges provided by law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

General Provisions. This Assignment Amendment and Acceptance shall be binding upon, the New Loan Documents set forth in full all of the representations and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more agreements of the parties with respect to this Assignment the subject matter hereof and Acceptance on any number supersede all prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof. Borrower: Silicon: XXXXXXXX.XXX SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxxxx By /s/ President or Vice President Title Vice President By /s/ Xxxxxx X. Xxxxxxx Secretary or Ass't Secretary SILICON VALLEY BANK CERTIFIED RESOLUTION AND INCUMBENCY CERTIFICATE BORROWER: XXXXXXXX.XXX, A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF CALIFORNIA DATE: JANUARY 27, 2000 I, the undersigned, Secretary or Assistant Secretary of separate counterparts (including the above-named borrower, a corporation organized under the laws of the state set forth above, do hereby certify that the following is a full, true and correct copy of resolutions duly and regularly adopted by facsimile or other electronic transmission) and all the Board of Directors of said counterparts taken together shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed bycorporation as required by law, and construed and interpreted in accordance with, by the law by-laws of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]said corporation, and [the][each] Assignee hereby irrevocably purchases that said resolutions are still in full force and assumes from [the Assignor][the respective Assignors], subject to effect and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or have not been in any way based on modified, repealed, rescinded, amended or related revoked. RESOLVED, that this corporation borrow from Silicon Valley Bank ("Silicon"), from time to any time, such sum or sums of money as, in the judgment of the foregoingofficer or officers hereinafter authorized hereby, this corporation may require. RESOLVED FURTHER, that any officer of this corporation be, and he or she is hereby authorized, directed and empowered, in the name of this corporation, to execute and deliver to Silicon, and Silicon is requested to accept, the loan agreements, security agreements, notes, financing statements, and other documents and instruments providing for such loans and evidencing and/or securing such loans, with interest thereon, and said authorized officers are authorized from time to time to execute renewals, extensions and/or amendments of said loan agreements, security agreements, and other documents and instruments. RESOLVED FURTHER, that said authorized officers be and they are hereby authorized, directed and empowered, as security for any and all indebtedness of this corporation to Silicon, whether arising pursuant to this resolution or otherwise, to grant, transfer, pledge, mortgage, assign, or otherwise hypothecate to Silicon, or deed in trust for its benefit, any property of any and every kind, belonging to this corporation, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims any and all real property, accounts, inventory, equipment, general intangibles, instruments, documents, chattel paper, notes, money, deposit accounts, furniture, fixtures, goods, and other claims at law property of every kind, and to execute and deliver to Silicon any and all grants, transfers, trust receipts, loan or credit agreements, pledge agreements, mortgages, deeds of trust, financing statements, security agreements and other hypothecation agreements, which said instruments and the note or notes and other instruments referred to in equity related the preceding paragraph may contain such provisions, covenants, recitals and agreements as Silicon may require and said authorized officers may approve, and the execution thereof by said authorized officers shall be conclusive evidence of such approval. RESOLVED FURTHER, that Silicon may conclusively rely upon a certified copy of these resolutions and a certificate of the Secretary or Ass't Secretary of this corporation as to the rights officers of this corporation and obligations sold their offices and assigned pursuant signatures, and continue to clause (i) above (the rights conclusively rely on such certified copy of these resolutions and obligations sold said certificate for all past, present and assigned future transactions until written notice of any change hereto or thereto is given to Silicon by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor andthis corporation by certified mail, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignorreturn receipt requested. The benefit undersigned further hereby certifies that the following persons are the duly elected and acting officers of each the corporation named above as borrower and that the following are their actual signatures: NAMES OFFICE(S) ACTUAL SIGNATURES ----- --------- ----------------- Xxxxxxx X. Xxxxx Chairman /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx President and Chief Executive Officer /s/ Xxxxxxx X. Xxxxx ------------------------------- ------------------------------------- ------------------------- IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary or Assistant Secretary on the date set forth above. /s/ Xxxxxx X. Xxxxxxx Secretary or Assistant Secretary COLLATERAL ASSIGNMENT, PATENT MORTGAGE AND SECURITY AGREEMENT This Collateral Assignment, Patent Mortgage and Security Document shall be maintained in favor Agreement is made as of [the][each] January 27, 2000 by and between XXXXXXXX.XXX ("Assignor"), and Silicon Valley Bank, a California banking corporation ("Assignee").

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be construed in accordance with and governed by, and construed and interpreted in accordance with, the law of the State of New YorkYork without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE D [Form of] BORROWING REQUEST UBS AG, Stamford Branch, as Administrative Agent for the Lenders referred to below, 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: [ ] Tel: (AFFILIATED LENDER203) This Assignment [ ] Fax: (203) [ ] Re: Communications & Power Industries. Inc. [Date] Ladies and Acceptance (this “Assignment Gentlemen: Reference is made to the Amended and Acceptance”) is Restated Credit Agreement dated as of [ ], 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “AssignorCredit Agreement”) and [the][each]2 Assignee identified in item 2 below among COMMUNICATIONS & POWER INDUSTRIES INC., a Delaware corporation ([the][each, an] “AssigneeBorrower”). [It is understood , CPI INTERNATIONAL, INC., (formerly known as CPI Holdco, Inc.) a Delaware corporation (“Parent”), the Subsidiary Guarantors (such term and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms each other capitalized term used but not defined herein shall have having the meanings meaning given it in Article I of the Credit Agreement), the Lenders, UBS SECURITIES LLC and BEAR, XXXXXXX & CO. INC., as joint lead arrangers and bookrunners (in such capacity, “Joint Lead Arrangers”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and as issuing bank (in such capacity, “Issuing Bank”), BEAR XXXXXXX CORPORATE LENDING INC., as Syndication Agent (in such capacity, “Syndication Agent”), THE ROYAL BANK OF SCOTLAND PLC, as Documentation Agent (in such capacity, “Documentation Agent”) and RBS SECURITIES CORPORATION as co-arranger and bookrunner (in such capacity, “Co-Arranger”). Borrower hereby gives you notice pursuant to them in Section 2.03 of the Credit Agreement identified below, receipt of that it requests a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and Borrowing under the Credit Agreement, as of and in that connection sets forth below the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of terms on which such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted Borrowing is requested to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.made:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New YorkTexas. Exhibit A — Form of Assignment and Assumption EXHIBIT B-2 B TO AMENDED AND RESTATED CREDIT AGREEMENT FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) COMPLIANCE CERTIFICATE FOR THE PERIOD FROM , 200__ TO , 200__ This Assignment and Acceptance (this “Assignment and Acceptance”) is certificate dated as of , is prepared pursuant to the Effective Date set forth below Amended and is entered into by Restated Credit Agreement dated as of March 2, 2006 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) among MARINER ENERGY, INC., a Delaware corporation (the “Parent”), MARINER ENERGY RESOURCES, Inc., a Delaware corporation (“MER” and between [the][each]1 Assignor identified together with the Parent, collectively, the “Borrowers” and individually, a “Borrower”), the lenders party thereto from time to time (the “Lenders”), and UNION BANK OF CALIFORNIA, N.A., as administrative agent for such Lenders (in item 1 below ([the][eachsuch capacity, an] the “AssignorAdministrative Agent”) and [the][each]2 Assignee identified as issuing lender. Unless otherwise defined in item 2 below ([the][eachthis certificate, an] “Assignee”). [It is understood and agreed capitalized terms that are defined in the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein Credit Agreement shall have the meanings given assigned to them by the Credit Agreement. Each of the undersigned hereby certifies (a) that no Default or Event of Default has occurred or is continuing, (b) that all of the representations and warranties made by the Borrowers in the Credit Agreement identified belowand the other Loan Documents are true and correct in all material respects as if made on this date, receipt except with respect to those representations and warranties that speak as of a copy certain date, which representations and warranties were true and correct as of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]such date, and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, (c) that (1) as of the Effective Date inserted by the Administrative Agent date hereof with respect to Section I below, and (2) as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any last day of the foregoingprevious fiscal quarter for Sections II and III below, includingthe following statements, but not limited toamounts, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights calculations were true and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.correct:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmission) and all of said counterparts taken together transmission shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New YorkYork without regard to conflict of law principles thereof (other than Sections 5-1401 and 5-1402 of New York General Obligations Law). EXHIBIT B-2 A TO ASSIGNMENT AND ASSUMPTION FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) PURCHASE CONDITIONS’ OFFICER’S CERTIFICATE BOJANGLES’ RESTAURANT, INC. This Assignment and Acceptance (this “Assignment and Acceptance”) Purchasing Conditions’ Officer’s Certificate is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given being delivered pursuant to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, dated as of October 9, 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) among BOJANGLES’ RESTAURANTS, INC., a Delaware corporation (the “Borrower”), BHI INTERMEDIATE HOLDING CORP., a Delaware corporation (“Holdings”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, and each other party from time to time party thereto. Each of the undersigned, in his or her capacity as an officer of the Borrower and [ ] ([collectively, the “Affiliated Lenders”][and individually, a][the][”Affiliated Lender”]) respectively, and not in his or her individual capacity, hereby certifies as of the Effective Date inserted by date hereof that he or she is authorized to execute and deliver this certificate to the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights Agent, and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.that:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and the rights and obligations Delivery of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt an executed counterpart of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part signature page of this Assignment and Acceptance Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EXHIBIT B FORM OF AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT [Attached] EXECUTION VERSION SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 31, 2018 between Dex Media Holdings, Inc., a Delaware corporation (“Holdings”), Dex Media, Inc., a Delaware corporation (the “Borrower”) and each entity, if set forth herein in full. For an agreed considerationany, [the][each] Assignor hereby irrevocably sells and assigns to [that becomes a “Subsidiary Guarantor” hereunder as contemplated by Section 7.12 (individually, a “Subsidiary Guarantor” and, collectively, the Assignee][the respective Assignees]“Subsidiary Guarantors” and, together with Holdings, collectively, the “Guarantors”, and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance Guarantors together with the Standard Terms Borrower, collectively, the “Obligors”), and Conditions and the Credit AgreementWilmington Trust, National Association, as of administrative agent for the Effective Date inserted by the Administrative Agent parties defined as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as “Lenders] ” under the Credit Agreement and any other documents or instruments delivered pursuant thereto referred to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in such capacity, together with its capacity as a Lender)][the respective Assignors (successors in their respective capacities as Lenders)] against any Personsuch capacity, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned InterestAdministrative Agent”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance 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 or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmissionimaging (including in .pdf format) and all of said counterparts taken together means shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 D-2 FORM OF AFFILIATED LENDER ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) ASSUMPTION This Affiliated Lender Assignment and Acceptance Assumption (this “Affiliated Lender Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Syndicated Facility Agreement (First Lien) identified below, receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Affiliated Lender Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit AgreementSyndicated Facility Agreement (First Lien), as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Syndicated Facility Agreement (First Lien) and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of under the Term Loan Commitments and Term Loans respective facilities identified below (including, without limitation, participations in Swing Line Loans and L/C Obligations included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit AgreementSyndicated Facility Agreement (First Lien), any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Affiliated Lender Assignment and AcceptanceAssumption, without representation or warranty by [the][any] Assignor. The benefit With respect to any Effective Date set forth below that is on or before the date that is twenty-four (24) months after the Delayed Draw Funding Date, [the] [each] Assignee has provided directly to the Borrower Representative, at least 3 Business Days prior to such Effective Date, the applicable United States Federal Withholding Tax Certification pursuant to Section 3.01(c) of each Security Document shall be maintained the 1 For bracketed language here and elsewhere in favor of [the][each] Assigneethis form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by one telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. The words “execution,” “signed,” and “signature,” and words of like import, in or more of the parties referring to this Assignment and Acceptance Assumption shall include electronic signatures and/or the keeping of records in electronic form, which will be of the same legal effect, validity and enforceability as a manually executed signature and/or the use of a paper-based recordkeeping system, to the extent and as provided for in any applicable law, including UETA, E-SIGN, or any other state laws based on, or similar in effect to, such acts (and the Administrative Agent may rely on any number of separate counterparts (including by facsimile or other such electronic transmission) and all of said counterparts taken together shall be deemed to constitute one and the same instrumentsignatures without further inquiry). This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM B OPINION OF ASSIGNMENT AND ACCEPTANCE COUNSEL FOR THE BORROWER [_______], 2021 To the Lenders and the Administrative Agent Referred to Below c/o U.S. Bank National Association, as Administrative Agent Ladies and Gentlemen: We have acted as counsel for Nelnet, Inc., a Nebraska corporation (AFFILIATED LENDER) This Assignment the “Borrower”), in connection with the Third Amended and Acceptance (this “Assignment and Acceptance”) is Restated Credit Agreement dated as of September 22, 2021 (the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeCredit Agreement”), among the Borrower, the banks and other financial institutions identified therein as Lenders, and U.S. Bank National Association, as Administrative Agent. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not Terms defined herein shall have the meanings given to them in the Credit Agreement are used herein with the same meanings. We have examined originals or copies, certified or otherwise identified belowto my/our satisfaction, receipt of a copy such documents, corporate records, certificates of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms public officials and Conditions set forth in Annex 1 attached hereto (the “Standard Terms other instruments and Conditions”) are hereby agreed to have conducted such other investigations of fact and incorporated herein by reference and made a part law as we have deemed necessary or advisable for purposes of this Assignment and Acceptance as if set forth herein in fullopinion. For an agreed considerationIn our examination, [the][each] Assignor hereby irrevocably sells and assigns to [we have assumed the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [genuineness of the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and signatures of Persons signing the Credit Agreement, as the authority of such Persons signing on behalf of the Effective Date inserted parties thereto (other than the Borrower) and the due authorization, execution and delivery of all documents by the Administrative Agent as contemplated below parties thereto (i) all of [other than the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under Borrower). Upon the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any basis of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to we are of the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.opinion that:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAcceptance. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, with and governed by the law of the State of New York. EXHIBIT B-2 B to Credit Agreement FORM OF ASSIGNMENT AND ACCEPTANCE NOTE [•], 2011 FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a [ ] corporation (AFFILIATED LENDER) This Assignment and Acceptance the “Borrower”), unconditionally promises to pay to (this the “Assignment and AcceptanceLender”) is the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Five-Year Credit Agreement dated as of April 14, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time, the Effective Date “Credit Agreement”), among Xxxx Corporation, the Borrowing Subsidiaries party thereto, the lenders party thereto (including the Lenders identified herein) and JPMorgan Chase Bank, N.A., as Administrative Agent, on such dates and in such amounts as are set forth in the Credit Agreement. The amounts payable under the Credit Agreement may be reduced only in accordance with the terms of the Credit Agreement. Unless otherwise defined, capitalized terms used herein have the meanings provided in the Credit Agreement. The Borrower also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from and including the date hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement. Payments of both principal and interest are to be made without setoff or counterclaim in lawful money of the United States of America in same day or immediately available funds to the account designated by the Administrative Agent. This Note is one of the Notes referred to in, and evidences the Loans made by the Lender under, the Credit Agreement, to which reference is made 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 indebtedness evidenced by this Note and on which such indebtedness may be declared to be or shall automatically become immediately due and payable. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [NAME OF BORROWER] By: Name: Title: LOAN AND PRINCIPAL PAYMENTS Amount of Unpaid Amount Principal Principal Notations Date of Loan Repaid Balance Made By EXHIBIT C-1 to Credit Agreement XXXX CORPORATION 1100 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Xxxxxxx X. Xxxxxxx Senior Vice President and General Counsel April 14, 2011 JPMorgan Chase Bank, N.A. as Administrative Agent 270 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 The Lenders and Issuing Banks party to the Credit Agreement referred to below from time to time Ladies and is entered into by Gentlemen: I am the general counsel of Xxxx Corporation, a Delaware corporation (the “Company”), and between [the][each]1 Assignor identified have acted as such in item 1 below connection with the preparation, execution and delivery of the Five-Year Credit Agreement, dated as of April 14, 2011 ([the][eachthe “Credit Agreement”), an] among the Company, Xxxx Oil and Gas Holdings Inc. (“AssignorHOGH”), Xxxx Oil Virgin Islands Corporation (“HOVIC”) Hess International Holdings Limited (“HIHL”, and together with HOGL and HOVIC, the “Borrowing Subsidiaries”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”) and [the][each]2 Assignee identified JPMorgan Chase Bank, N.A., as administrative agent (in item 2 below ([the][eachsuch capacity, an] the “AssigneeAdministrative Agent”). [It is understood The opinions expressed below are furnished to you pursuant to Section 4.01(b) of the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified Agreement. In rendering the opinions expressed below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (I have examined the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.following documents:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance 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 or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmission) and all of said counterparts taken together imaging means shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. Apria, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. EXHIBIT B-2 L-2 [FORM OF ASSIGNMENT AND ACCEPTANCE (OF] AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is LENDER NOTICE Citizens Bank, N.A. Attention: Xxxx Xxxxx 00 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Telephone: [redacted] Fax: [redacted] Email [redacted] Re: Credit Agreement, dated as of June 21, 2019 (as amended, restated, amended and restated, refinanced, supplemented or otherwise modified from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeCredit Agreement”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of among Apria Healthcare Group Inc., a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto Delaware corporation (the “Standard Terms Borrower”), Apria Holdings LLC, a Delaware limited liability company (together with any of its successors, “Holdings”), the other Guarantors from time to time party thereto, Citizens Bank, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and Conditionsan L/C Issuer, and each lender from time to time party thereto Dear Sir or Madam: The undersigned (the “Proposed Affiliate Assignee”) are hereby agreed gives you notice, pursuant to and incorporated herein by reference and made a part Section 10.07(l) of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.that

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 67428907_5 EXHIBIT B-2 F FORM OF ASSIGNMENT GUARANTY SECOND AMENDED AND ACCEPTANCE RESTATED CONTINUING GUARANTY FOR VALUE RECEIVED, 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 On Assignment, Inc., a Delaware corporation (AFFILIATED LENDER) This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeBorrower”). [It is understood and agreed that , by the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not Secured Parties (as defined herein shall have the meanings given to them in the Credit Agreement identified below), receipt this Second Amended and Restated Continuing Guaranty (as amended, modified, supplemented or restated and in effect from time to time, this “Guaranty”) is made as of a copy June 5, 2015 by the Borrower and each direct and indirect Subsidiary of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached the Borrower party hereto (collectively, the “Standard Terms Subsidiary Guarantors” and, together with the Borrower, the “Guarantors”, and Conditionseach individually, a “Guarantor”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for itself and the other Secured Parties, and each Guarantor hereby furnishes its guaranty of the applicable Guaranteed Obligations (as hereinafter defined) as follows:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law. Form of Assignment and Assumption EXHIBIT B-2 FORM OF E-2 AFFILIATE LENDER ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) ASSUMPTION This Affiliate Lender Assignment and Acceptance Assumption (this “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]2 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowbelow (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the Assignor under the respective Assignors] in respect of the Term Loan Commitments and Term Loans facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssumption, without representation or warranty by [the][any] the Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT E TO CREDIT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment GUARANTY AGREEMENT CERTIFICATE RE NON-BANK STATUS Reference is made to the Credit and Acceptance (this “Assignment and Acceptance”) is Guaranty Agreement, dated as of June 30, 2004 (as it may be amended, restated, amended and restated, supplemented or otherwise modified, the Effective Date set forth below "Credit Agreement"; the terms defined therein and is entered into not otherwise defined herein being used herein as therein defined), by and between [the][each]1 Assignor identified in item 1 below among MEDICAL DEVICE MANUFACTURING, INC. ([the][each"Company"), an] “Assignor”) UTI CORPORATION, certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Lead Arranger, Administrative Agent and [the][each]2 Assignee identified in item 2 below ([the][eachCollateral Agent, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowWACHOVIA BANK, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance NATIONAL ASSOCIATION, as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Syndication Agent, and [the][each] Assignee hereby irrevocably purchases ANTARES CAPITAL CORPORATION and assumes from [the Assignor][the respective Assignors]NATIONAL CITY BANK, subject as Co-Documentation Agents. Pursuant to and in accordance with the Standard Terms and Conditions and Section 2.20(c) of the Credit Agreement, as the undersigned hereby certifies that it is not a "bank" or other Person described in Section 881(c)(3) of the Effective Date inserted by the Administrative Agent Internal Revenue Code of 1986, as contemplated below (i) all of amended. [the Assignor’s][the respective Assignors’NAME OF LENDER] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.By: Name: Title: EXHIBIT E-1 EXHIBIT F-1 TO CREDIT AND GUARANTY AGREEMENT CLOSING DATE CERTIFICATE THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance Assumption shall be governed by, and construed in accordance with, the law of the State of North Carolina. EXHIBIT E FORM OF NOTE PROMISSORY NOTE US$ , FOR VALUE RECEIVED, the undersigned, XXXXXX’X-XXXXX, INC. (the “Company”), hereby promises to pay to the order of or its registered assigns (the “Lender”) the principal sum of Dollars ($ ) or, if less, the aggregate unpaid principal amount of the Term Loans made by the Lender to the Company pursuant to the Term Loan Credit Agreement, dated as of September 26, 2012 (as amended or otherwise modified from time to time, the “Credit Agreement”), among the Company, various financial institutions, and Bank of America, N.A., as Administrative Agent, on the dates and in the amounts provided in the Credit Agreement. The Company further promises to pay interest on the unpaid principal amount of the Term Loans evidenced hereby from time to time at the rates, on the dates, and otherwise as provided in the Credit Agreement. The Lender is authorized to endorse the amount and the rights date on which each Term Loan is made and obligations each payment of principal with respect thereto on the schedules annexed hereto and made a part hereof, or on continuations thereof which shall be attached hereto and made a part hereof; provided that any failure to endorse such information on such schedule or continuation thereof shall not in any manner affect any obligation of the parties hereunder Company under the Credit Agreement and this Promissory Note (this “Note”). This Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement, which Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. Terms defined in the Credit Agreement are used herein with their defined meanings therein unless otherwise defined herein. This Note shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto North Carolina without regard to the extent related to the amount and percentage interest identified below conflicts or choice of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assigneeprinciples thereof.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 Exhibit E to Teradata Credit Agreement FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of NOTE Date: , FOR VALUE RECEIVED, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto undersigned (the “Standard Terms and ConditionsBorrower”), hereby promises to pay to or registered assigns (the “Lender”) are hereby agreed to and incorporated herein permitted by reference and made a part of this Assignment and Acceptance the Agreement (as if set forth herein in full. For an agreed considerationhereinafter defined), [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and provisions of the Agreement, the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Revolving Credit Agreement, dated as of June 11, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Effective Date inserted by “Agreement”; the terms defined therein being used herein as therein defined), among the Borrower, each lender and/or agent from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.10(a) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in dollars or the applicable Alternative Currency, as contemplated below the case may be, in Same Day Funds at the Administrative Agent’s Office for the applicable currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (iand before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. If one or more of the Events of Default specified in the Agreement occurs and is continuing, all amounts then remaining unpaid on this Note shall become under certain circumstances, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of [business. The Lender may also attach schedules to this Note and endorse thereon the Assignor’s][the respective Assignors’] rights date, amount, currency and obligations in [maturity of its capacity as Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. TERADATA CORPORATION, a Lender][their respective capacities as Lenders] under the Delaware corporation By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Currency and Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit F to Teradata Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below FORM OF GUARANTY GUARANTY AGREEMENT This GUARANTY AGREEMENT, dated as of all of June 11, 2018 (this “Agreement”), is made by each Material Subsidiary (such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims capitalized term and all other claims at law capitalized terms not otherwise defined herein to have the meanings provided for in the recitals or in equity related Article I below) of TERADATA CORPORATION (the “Borrower”) listed on the signature pages hereof (such Material Subsidiaries, together with any Additional Guarantors which hereafter become a party to the rights and obligations sold and assigned this Agreement pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being Section 5.06, are collectively referred to herein collectively as [the][an] the “Assigned InterestGuarantors” and individually as a “Guarantor”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] AssigneeBANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for each of the Lenders and each L/C Issuer.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance 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 or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmissionimaging (including in .pdf format) and all of said counterparts taken together means shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) ASSUMPTION This Affiliated Lender Assignment and Acceptance Assumption (this the “Affiliated Lender Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 the][each]1 Assignee identified in item 2 item2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Affiliated Lender Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of under the Term Loan Commitments and Term Loans respective facilities identified below and (ii) to the extent permitted to be assigned under applicable lawLaw, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Affiliated Lender Assignment and AcceptanceAssumption, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by one or more 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). * * * FORM OF INTERCOMPANY NOTE [ ], 20 [ ] Each of the parties to this Assignment and Acceptance on any number of separate counterparts hereto (including by facsimile or other electronic transmission) and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed byeach, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this an “Assignment and AcceptanceIssuer”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them which has now incurred or may in the future incur indebtedness to any other party hereto that is a Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Party under the Credit Agreement (as defined below) (in such capacity, each, a “Holder”), in lawful money of the United States of America or such other lawful currency as may be agreed by such Issuer and Holder, hereby promises to pay at such location as the applicable Holder shall from time to time designate, any and all amounts owing from time to time on and after the date hereof by each such Issuer to each such Holder in consideration for the loans, advances or other extensions of credit (an “Intercompany Loan”) extended by such Holder to such Issuer. Such Intercompany Loans will bear interest. The amount and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoingadditional terms, including, but not limited to, contract claimsthe maturity date, tort claims, malpractice claims, statutory claims of each Intercompany Loan shall be documented in the books and all other claims at law records of each Holder or in equity related to a duly executed and binding agreement among the rights and obligations sold and assigned pursuant to clause parties thereto (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] an “Assigned InterestIntercompany Loan Agreement”). Each such sale and assignment is without recourse to [the][any] Assignor Issuer agrees and, except and each Holder agrees, (i) that the payment of all obligations owing in respect of such Intercompany Loans is subordinated in the right of payment to prior payment in full of all existing and future Obligations of the Credit Parties (as expressly provided such terms are defined in this Assignment that certain Credit Agreement (the “Credit Agreement”, all terms used herein but otherwise undefined with have the meanings assigned to them in the Credit Agreement) dated [●], 2017, by and Acceptanceamong Intermex Holdings II, Inc., a Delaware corporation (“Holdings”), Intermex Holdings, Inc., a Delaware corporation (the “Term Borrower”), Intermex Wire Transfer, LLC, a Florida limited liability company (the “Revolving Borrower”), the other Credit Parties from time to time party thereto, the lenders from time to time party thereto, MC Admin Co LLC, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”) (as amended, restated, modified and/or supplemented from time to time)), (ii) that the subordination is for the benefit of and enforceable by the holders of such Obligations, (iii) all interest accrued in respect of such Intercompany Loans must be paid by adding such accrued amounts to the unpaid principal amount of each Intercompany Loan outstanding at such time and (iv) at any time when an Event of Default exists and the Administrative Agent has given prior written notice to the Issuer, (x) no payments shall be made of principal, interest or any other amounts due under any of the indebtedness of an Issuer to any Holder, (y) any and all payments on all indebtedness of an Issuer to any other Holder and received by such Holder shall be held for the benefit of the Secured Creditors and be paid over to the Administrative Agent on behalf of the Secured Creditors, without representation affecting or warranty by [the][any] Assignor. The benefit impairing in any manner the liability of each Security Document such Holder under this Note and (z) no Holder shall be maintained in favor of [the][each] Assigneeable to take any Enforcement Actions against any Issuer.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDERIf the Assignee is a Person to whom assignment is not permitted pursuant to Section 10.06(b)(v)(D) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, the Assignor and Assignee agree that the assignment provided herein shall be void ab initio, and that each of them shall, jointly and severally, indemnify the Administrative Agent for any loss, cost or expense arising from the voiding of such assignment. EXHIBIT F-1 FORM OF DOMESTIC GUARANTY U.S. GUARANTY AGREEMENT This U.S. GUARANTY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Domestic Guaranty”), dated as of May 24, 2018, is made by (a) certain Wholly-Owned Domestic Subsidiaries of BWX Technologies, Inc., a Delaware corporation (the Effective Date inserted “Administrative Borrower”), as identified on the signature pages hereto, and any Additional Domestic Guarantor who may become a party to this Domestic Guaranty (such signatories and the Additional Domestic Guarantors, collectively, the “Domestic Guarantors” and individually, a “Domestic Guarantor”), in favor of XXXXX FARGO BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the ratable benefit of the Administrative Agent, the Lenders, the Swing Line Lender, each L/C Issuer, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05 of the Credit Agreement described below and the other Persons to whom the Guaranteed Obligations are owed (collectively, the “Guaranteed Parties”) and (b) the Administrative Borrower, in favor of the Administrative Agent for the ratable benefit of the Guaranteed Parties. Pursuant to that certain Credit Agreement, dated as contemplated below of May 24, 2018 (i) all of [as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Assignor’s][the respective Assignors’] rights “Credit Agreement”), among the Administrative Borrower, BWXT Canada Ltd., an Ontario corporation (the “Canadian Borrower” and, together with the Administrative Borrower, the “Borrowers”), the Lenders party thereto, the Administrative Agent, the Swing Line Lender and obligations in [its capacity as a Lender][their respective capacities as Lenders] each L/C Issuer, the Lenders have agreed to make Credit Extensions to the Borrowers upon the terms and subject to the conditions set forth therein. Each Domestic Guarantor will materially benefit from the Credit Extensions made and to be made under the Credit Agreement and any other documents or instruments delivered Agreement. Certain of the Domestic Guarantors are required to enter into this Domestic Guaranty pursuant thereto to the extent related to the amount and percentage interest identified below terms of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement. For good and valuable consideration, any the receipt and sufficiency of which are hereby acknowledged by the parties hereto, and to induce the Administrative Agent and the other documents or instruments delivered pursuant thereto Guaranteed Parties to enter into, and make their respective Credit Extensions and other accommodations under, the Loan Documents, the Secured Cash Management Agreements or the loan transactions governed thereby or in any way based on or related to any Secured Hedge Agreements, as applicable, the Administrative Borrower and the Domestic Guarantors hereby agree with the Administrative Agent, for the ratable benefit of the foregoingGuaranteed Parties, includingas applicable, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.follows:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one and the same instrument. This effective as delivery of a manually executed counterpart of this Assignment and Acceptance and the rights and obligations Assumption. Pursuant to Section 5-1401 of the parties hereunder shall be governed by, and construed and interpreted in accordance withNew York General Obligations Law, the law substantive laws of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment York applicable to agreements made and Acceptance (this “Assignment to be performed entirely within such state, without regard to the choice of law principles that might otherwise apply, and Acceptance”) is dated as the applicable federal laws of the Effective Date set forth below United States of America, shall govern the validity, construction, enforcement and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part interpretation of this Assignment and Acceptance Assumption. Exhibit F EXHIBIT G TO AMENDED AND RESTATED CREDIT AGREEMENT BY AND AMONG XXXXXX ENERGY RESOURCES, INC., AS BORROWER, THE LENDERS SIGNATORY THERETO, AND APOLLO INVESTMENT CORPORATION, AS ADMINISTRATIVE AGENT FOR THE LENDERS FORM OF INTERCREDITOR AGREEMENT INTERCREDITOR AGREEMENT among XXXXXX ENERGY RESOURCES, INC., the other Grantors party hereto, [ ], as if set forth herein in full. For an agreed considerationSenior Representative, and Apollo Investment Corporation, as the Second Priority Representative, dated as of [ ] INTERCREDITOR AGREEMENT dated as of [•] (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among XXXXXX ENERGY RESOURCES, INC., a Tennessee corporation (the “Company”), the other Grantors (as defined below) party hereto, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees•], as representative for the Senior Secured Parties referred to below (in such capacity and [the][each] Assignee hereby irrevocably purchases together with its successors and assumes from [permitted assigns in such capacity, the Assignor][the respective Assignors]“Senior Representative”), subject to and in accordance with the Standard Terms and Conditions and the Credit AgreementApollo Investment Corporation, as of representative for the Effective Date inserted by the Administrative Agent as contemplated Second Priority Debt Parties referred to below (i) all of [in such capacity and together with its successors and permitted assigns in such capacity, the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned InterestSecond Priority Representative”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment In the case of this Agreement and Acceptance shall be binding uponeach other Loan Document, (a) the meanings of defined terms are equally applicable to the singular and plural forms of the defined terms; (b) Annex, Exhibit, Schedule and Section references are to such Loan Document unless otherwise specified; (c) the term “including” is not limiting and means “including but not limited to”; (d) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and inure the word “through” means “to the benefit ofand including”; (e) unless otherwise expressly provided in such Loan Document, the parties hereto (i) references to agreements and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together contractual instruments shall be deemed to constitute one include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute or regulation; (f) this Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same instrument. This Assignment or similar matters, all of which are cumulative and Acceptance each shall be performed in accordance with its terms; and (g) this Agreement and the rights other Loan Documents are the result of negotiations among and obligations have been reviewed by counsel to Agent, Borrower, the Lenders and the other parties hereto and thereto and are the products of all parties; accordingly, they shall not be construed against Agent or the Lenders merely because of Agent’s or the Lenders’ involvement in their preparation. A breach of the parties hereunder Financial Covenant contained in this Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated deemed to have occurred as of the Effective Date set forth below and is entered into last day of any specified measurement period regardless of when the financial statements or the related Compliance Certificate reflecting such breach are delivered to Agent. Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by and between [the][each]1 Assignor identified in item 1 below a limited liability company, or an allocation of assets to a series of a limited liability company ([the][eachor the unwinding of such a division or allocation), an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][eachas if it were a merger, an] “Assignee”)transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. [It is understood and agreed that any Debt (other than the rights and obligations of [Obligations), Liens (other than the Assignors][the Assignees]3 hereunder are several and Liens securing the Obligations), Restricted Payment, Investment, disposition, Affiliate transaction or other transaction need not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein be permitted solely by reference and made a to one category of permissive exception, threshold, basket or provision under this Agreement, but may instead be permitted in part of this Assignment and Acceptance as if set forth herein under any combination thereof, in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]each case, subject to and in accordance compliance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims each and all other claims applicable permissive exceptions, thresholds, baskets or provisions utilized at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assigneetime.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted assignsunder the Credit Agreement. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy, email or other electronic transmission) and all method of said counterparts taken together transmission shall be deemed to constitute one as effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 B FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) BORROWING BASE CERTIFICATE Monthly accounting period ended _______________, 20__ Reference is made to that certain Senior Secured Revolving Credit Agreement, dated as of November 17, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the Effective Date set forth below and is entered into “Credit Agreement”), by and between [the][each]1 Assignor identified in item 1 below among AG Twin Brook Capital Income Fund, a Delaware statutory trust ([the][each, an] the “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeBorrower”), the financial institutions party thereto as Lenders and Issuing Banks, and Truist Bank, as the Administrative Agent. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not herein without definition are so used as defined herein shall have the meanings given to them in the Credit Agreement identified belowAgreement. Pursuant to Section 4.02(c), receipt 5.01(d) or 5.01(e), as applicable, the undersigned, the _________________ of the Borrower, and as such a copy Financial Officer of which is the Borrower, hereby acknowledged by [the] [each] Assignee. The Standard Terms certifies in his or her official (and Conditions set forth in Annex 1 not personal) capacity, represents and warrants on behalf of the Borrower that (a) attached hereto as Annex I is (i) a complete and correct list as of the “Standard Terms end of the monthly accounting period ended ______________, 20__ of all Portfolio Investments included in the Collateral and Conditions”(ii) are hereby agreed to a true and incorporated herein by reference and made a part correct calculation of this Assignment and Acceptance the Borrowing Base as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [of the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and end of such monthly accounting period determined in accordance with the Standard Terms and Conditions and requirements of the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (iib) to without limiting the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any generality of the foregoing, includingall Portfolio Investments included in the calculation of the Borrowing Base herein have been Delivered (as defined in, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned extent required pursuant to clause (ithe definition of “Deliver” and Section 7.01(a) above (of, Guarantee and Security Agreement) to the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] AssigneeCollateral Agent.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 744224964 EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE B Form of Note PROMISSORY NOTE U.S.$[______________] _______ __, 20__ FOR VALUE RECEIVED, the undersigned, JERSEY CENTRAL POWER & LIGHT COMPANY, a New Jersey corporation (AFFILIATED LENDER) This Assignment and Acceptance the “Borrower”), HEREBY PROMISES TO PAY to [_____________] (this the “Assignment and AcceptanceLender”) is dated for the account of its Applicable Lending Office (such term and other capitalized terms herein being used as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified referred to below), receipt or its registered assigns, the principal sum of a copy U.S.$[______________] or, if less, the aggregate principal amount of which is hereby acknowledged the Advances made by [the] [each] Assigneethe Lender to the Borrower pursuant to the Credit Agreement outstanding on the Termination Date, payable on the Termination Date. The Standard Terms and Conditions set forth in Annex 1 attached hereto (Borrower promises to pay interest on the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part unpaid principal amount of this Assignment and Acceptance as if set forth herein each Advance from the date of such Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. For an agreed considerationBoth principal and interest are payable in lawful money of the United States of America to Mizuho Bank, Ltd., as Administrative Agent, at [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective AssigneesINSERT PAYMENT ADDRESS], and [the][each] Assignee hereby irrevocably purchases and assumes from [in same day funds. Each Advance made by the Assignor][the respective Assignors], subject Lender to and in accordance with the Standard Terms and Conditions and Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement, dated as of October 18, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the Effective Date inserted by “Credit Agreement”), among the Borrower, the banks named therein and the other Lenders party thereto from time to time, Mizuho Bank, Ltd., as Administrative Agent as contemplated below for the Lenders thereunder, and the fronting banks party thereto from time to time. The Credit Agreement, among other things, (i) all provides for the making of [Advances by the Assignor’s][the respective Assignors’] Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Advance being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights and obligations in [its capacity hereunder on the part of the holder hereof shall operate as a Lender][their respective capacities waiver of such rights. THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 744224964 JERSEY CENTRAL POWER & LIGHT COMPANY By Name: Title: 744224964 EXHIBIT C Form of Notice of Borrowing Mizuho Bank, Ltd., as LendersAdministrative Agent for the Lenders party to the Credit Agreement referred to below ____ __, 20__ Ladies and Gentlemen: The undersigned refers to the Credit Agreement, dated as of October 18, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, the banks named therein and the other Lenders party thereto from time to time, Mizuho Bank, Ltd., as Administrative Agent for the Lenders thereunder, and the fronting banks party thereto from time to time, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests [a] Borrowing[s] under the Credit Agreement Agreement, and any other documents or instruments delivered pursuant thereto in that connection sets forth below the information relating to such Borrowing[s] (the extent related to the amount and percentage interest identified below “Proposed Borrowing[s]”) as required by Section 2.02(a) of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.:

General Provisions. This Assignment and Acceptance Joinder shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Joinder may be executed by one or more of the parties to this Assignment and Acceptance on in any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken counterparts, which together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Joinder by telecopy shall be effective as delivery of a manually executed counterpart of this Joinder. This Assignment and Acceptance and the rights and obligations of the parties hereunder Joinder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. Form of Joinder EXHIBIT B-2 FORM “F” ATTACHED TO AND MADE A PART OF ASSIGNMENT THAT CREDIT AGREEMENT BY AND ACCEPTANCE (AFFILIATED LENDER) AMONG, AMONGST OTHERS, PREMIER HEALTHCARE ALLIANCE, L.P., PREMIER SUPPLY CHAIN IMPROVEMENT, INC. AND PREMIER HEALTHCARE SOLUTIONS, INC., AS CO-BORROWERS, THE GUARANTORS PARTY THERETO, THE LENDERS PARTY THERETO AND XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, DATED AS OF NOVEMBER [ ], 2018 GUARANTOR JOINDER AGREEMENT This Assignment and Acceptance Joinder Agreement (this “Assignment and AcceptanceAgreement”) is ), dated as of the Effective Date set forth below and [ , ], is entered into by and between [the][each]1 Assignor identified among [ , a ] (the “Subsidiary Guarantor”), Premier Healthcare Alliance, L.P., a California limited partnership, Premier Supply Chain Improvement, Inc., a Delaware corporation, and Premier Healthcare Solutions, Inc., a Delaware corporation (the “Co-Borrowers”), and Xxxxx Fargo Bank, National Association, in item 1 below its capacity as administrative agent ([the][eachin such capacity, an] the “AssignorAdministrative Agent”) and [the][each]2 Assignee identified in item 2 below under that certain Credit Agreement, dated as of November [ ], 2018 ([the][eachas amended, an] modified, extended, restated, replaced, or supplemented from time to time, the “AssigneeCredit Agreement”), by and among the Co-Borrowers, the Guarantors, the Lenders and the Administrative Agent. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used herein but not otherwise defined herein shall have the meanings given to them provided in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto Subsidiary Guarantor is a Domestic Subsidiary (that is not an Excluded Subsidiary), and, consequently, the “Standard Terms and Conditions”) Loan Parties are hereby agreed to and incorporated herein required by reference and made a part Section 6.12 of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement to cause the Subsidiary Guarantor to become a “Guarantor” thereunder. Accordingly, the Subsidiary Guarantor and any other documents or instruments delivered pursuant thereto to the extent related to Co-Borrowers hereby agree as follows with the amount and percentage interest identified below of all of such outstanding rights and obligations of [Administrative Agent, for the Assignor][the respective Assignors] in respect benefit of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance Assumption shall be governed by, and construed in accordance with, the law of the State of North Carolina. EXHIBIT E-1 FORM OF REVOLVING LOAN NOTE PROMISSORY NOTE US$_______________ __________, ______ FOR VALUE RECEIVED, the undersigned, XXXXXX’X-XXXXX, INC. (the “Borrower”), hereby promises to pay to the order of ____________ or its registered assigns (the “Lender”) the principal sum of ________________ Dollars ($____________) or, if less, the aggregate unpaid principal amount of the Revolving Loans made by the Lender to the Borrower pursuant to the Amended and Restated Credit Agreement, dated as of May 30, 2014 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, various financial institutions, and Bank of America, N.A., as Administrative Agent, on the dates and in the amounts provided in the Credit Agreement. The Borrower further promises to pay interest on the unpaid principal amount of the Revolving Loans evidenced hereby from time to time at the rates, on the dates, and otherwise as provided in the Credit Agreement. The Lender is authorized to endorse the amount and the rights date on which each Revolving Loan is made and obligations each payment of principal with respect thereto on the schedules annexed hereto and made a part hereof, or on continuations thereof which shall be attached hereto and made a part hereof; provided that any failure to endorse such information on such schedule or continuation thereof shall not in any manner affect any obligation of the parties hereunder Borrower under the Credit Agreement and this Promissory Note (this “Note”). This Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement, which Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. Terms defined in the Credit Agreement are used herein with their defined meanings therein unless otherwise defined herein. This Note shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto North Carolina without regard to the extent related to the amount and percentage interest identified below conflicts or choice of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assigneeprinciples thereof.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. ​ ​ ​ EXHIBIT B-2 FORM C [Form of Promissory Note] PROMISSORY NOTE $ [ ] [ ], 202[ ] ​ New York, New York FOR VALUE XXXXXXXX, XXXX RETIREMENT SERVICES, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to [NAME OF ASSIGNMENT AND ACCEPTANCE LENDER] (AFFILIATED LENDERthe “Lender”), at such of the offices of JPMorgan Chase Bank, N.A. as shall be notified to the Borrower from time to time, the principal sum of $ [________] (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement), 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 of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid 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 Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books 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 endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or hereunder in respect of the Loans made by the Lender to the Borrower. This Assignment and Acceptance (this “Assignment and Acceptance”) is Note evidences Loans made by the Lender to the Borrower under the Term Loan Agreement dated as of February 25, 2022 (as modified and supplemented and in effect from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “AssignorCredit Agreement”) among the Borrower, the lenders party thereto (including the Lender) and [the][each]2 Assignee identified in item 2 below ([the][eachJPMorgan Chase Bank, an] “Assignee”)N.A., as Administrative Agent. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms Terms used but not defined herein shall in this Note have the respective meanings given assigned to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto (Credit Agreement provides for the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part acceleration of the maturity of this Assignment Note upon the occurrence of certain events and Acceptance for prepayments of Loans upon the terms and conditions specified therein. Except as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and permitted by Section 9.04 of the Credit Agreement, as this Note may not be assigned by the Lender to any other Person. This Note shall be governed by, and construed in accordance with, the law of the Effective Date inserted by the Administrative Agent as contemplated below (i) all State of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] New York. ​ ​ ​ SAFG RETIREMENT SERVICES, INC. ​ ​ ​ ​ By ​ ​ ​ Name: ​ ​ Title: ​ ​ ​ SCHEDULE OF LOANS This Note evidences Loans made, continued or converted under the within-described Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related Company, on the dates, in the principal amounts, of the Types, bearing interest at the rates and having Interest Periods (if applicable) of the durations set forth below, subject to the amount continuations, conversions and percentage interest identified below payments and prepayments of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.principal set forth below: ​

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 1.1(C) [FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance OF] JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Assignment and AcceptanceAgreement”) is ), dated as of the Effective Date set forth below and [_____, _____], is entered into by and between among [the][each]1 Assignor identified _____, a _____] (the “Subsidiary Guarantor”), Riviera Holdings Corporation, a Nevada corporation (the “Borrower”), and Cantor Xxxxxxxxxx Securities, in item 1 below its capacity as administrative agent ([the][eachin such capacity, an] the “AssignorAdministrative Agent”) under that certain Series A Credit Agreement, dated as of April 1, 2011 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”), by and among the Borrower, the certain Domestic Subsidiaries of the Borrower from time to time party thereto (collectively the “Guarantors”), the banks and other financial institutions from time to time party thereto (the “Lenders”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”)the Administrative Agent. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used herein but not otherwise defined herein shall have the meanings given to them provided in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] AssigneeAgreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) Credit Parties are hereby agreed to and incorporated herein required by reference and made a part Section 5.10 of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement to cause the Subsidiary Guarantor to become a “Guarantor” thereunder. Accordingly, the Subsidiary Guarantor and any other documents or instruments delivered pursuant thereto to the extent related to Borrower hereby agree as follows with the amount and percentage interest identified below of all of such outstanding rights and obligations of [Administrative Agent, for the Assignor][the respective Assignors] in respect benefit of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.:

General Provisions. For the avoidance of doubt, each Assignor and Assignee party hereto acknowledge and agree that this Assignment and Assumption shall be subject to Section 10.06(b)(iv) of the Credit Agreement. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 F FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance GUARANTY GUARANTY AGREEMENT (this “Assignment and AcceptanceAgreement”) is dated as of October 7, 2008 among the Effective Date set forth below Persons listed on the signature pages hereof under the caption “Guarantors”, any Additional Guarantors that may become Guarantors hereunder pursuant to a duly executed joinder agreement in the form attached as Exhibit A hereto (each a “Additional Guarantor”, collectively, the “Additional Guarantors” and is entered into by together with the Guarantors, the “Guarantors” and between [the][each]1 Assignor identified in item 1 below ([the][eacheach, an] a “AssignorGuarantor”) and [the][each]2 Assignee identified Bank of America, N.A., as administrative agent (in item 2 below such capacity, the “Administrative Agent”) for the Secured Parties ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not as defined herein shall have the meanings given to them in the Credit Agreement identified referred to below). Reference is made to that certain Credit Agreement dated as of October 7, receipt of 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Brocade Communications Systems, Inc., a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto Delaware corporation (the “Standard Terms Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and Conditionsindividually, a “Lender”), and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used and not defined herein (including, without limitation, the term “Secured Obligations,” as used in Section 1 and elsewhere herein) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance used with the Standard Terms and Conditions and meanings assigned to such terms in the Credit Agreement. The Lenders have agreed to make Loans to the Borrower, as and the L/C Issuer has agreed to issue Letters of Credit for the account of the Effective Date inserted by Borrower, in each case pursuant to, and upon the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights terms and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto subject to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable lawconditions specified in, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any . Each Guarantor is a Subsidiary of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims Borrower and all other claims at law or in equity related acknowledges that it has derived and will derive substantial benefit from the making of the Loans by the Lenders to the rights Borrower and obligations sold the issuance of the Letters of Credit by the L/C Issuer for the account of the Borrower. As consideration therefor and assigned pursuant in order to clause (i) above (induce the rights Lenders to make Loans and obligations sold and assigned by [the][any] Assignor the L/C Issuer to [the][any] Assignee pursuant issue Letters of Credit, each Guarantor is willing to clauses (i) and (ii) above being referred to herein collectively execute this Agreement. Accordingly, the parties hereto agree as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.follows:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State Commonwealth of New YorkPennsylvania. Form of Assignment and Assumption EXHIBIT B-2 G FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as MORTGAGE MODIFICATION [Intentionally Omitted] Form of the Effective Date Mortgage Modification EXHIBIT H FORMS OF APPROVED INSTALLMENT AGREEMENTS [See Attached] Forms of Approved Installment Agreements EXHIBIT I FORM OF SELLER SUBORDINATION PROVISION The provisions set forth below and is entered into by and between [the][each]1 Assignor identified shall be included in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”)any agreement evidencing Seller Subordinated Debt. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized The terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto the Amended and Restated Credit Agreement dated August 15, 2007, as amended (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among StoneMor Operating LLC, a Delaware limited liability company (the “Standard Terms Operating Company”), each of the Subsidiaries of the Operating Company (each individually a “Borrower” and Conditionscollectively, the “Borrowers”) are hereby agreed ), StoneMor GP LLC, a Delaware limited liability company (the “General Partner”), StoneMor Partners L.P., a Delaware limited liability partnership (the “Partnership”), the Lenders from time to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]time party thereto, and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Bank of America, subject to and in accordance with the Standard Terms and Conditions and the Credit AgreementN.A., as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights Agent, L/C Issuer, and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] AssigneeSwing Line Lender.

General Provisions. This Assignment Amendment, the Loan Agreement, any prior written amendments to the Loan Agreement signed by Silicon and Acceptance shall be binding uponBorrower, and inure to the benefit of, other written documents and agreements between Silicon and Borrower set forth in full all of the parties hereto representations and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by one or more agreements of the parties with respect to this Assignment the subject matter hereof and Acceptance on any number supersede all prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof. Except as herein expressly amended, all of separate counterparts (including by facsimile or other electronic transmission) the terms and provisions of the Loan Agreement, and all of said counterparts taken together other documents and agreements between Silicon and Borrower shall be deemed to constitute one continue in full force and effect and the same instrumentare hereby ratified and confirmed. This Assignment BORROWER: SILICON: LASERSCOPE SILICON VALLEY BANK BY /s/ DENNIS LALUMANDIERE BY /s/ CHRISTOPHER C. HILL ----------------------------------- -------------------------------- PRESIDENT OR VICE PRESIDENT TITLE SENIOR VICE PRESIDENT -------------------------------- BY ----------------------------------- SECRETARY OR ASS'T SECRETARY The undersigned acknowledges that its consent to the foregoing Agreement is not required, but the undersigned nevertheless does hereby consent to the foregoing Agreement and Acceptance to the documents and the rights agreements referred to therein and obligations of the parties hereunder shall be governed byto all future modifications and amendments thereto, and construed any termination thereof, and interpreted in accordance with, to any and all other present and future documents and agreements between or among the law of the State of New Yorkforegoing parties. EXHIBIT B-2 FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined Nothing herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to limit any of the foregoingterms or provisions of the Guarantee of the undersigned, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims all of which are hereby ratified and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause affirmed. LASERSCOPE (iUK) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.LIMITED BY /s/ DENNIS LALUMANDIERE -------------------------------------

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAcceptance. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 FORM F Form of Promissory Note PROMISSORY NOTE SECURED BY DEED OF ASSIGNMENT TRUST $[ ] [ ], 20 FOR VALUE RECEIVED, KBSGI XXX XXXXXX TECH, LLC, a Delaware limited liability company (the “Borrower”), promises to pay to the order of [ ] (together with its successors and assigns, the “Lender”), having an address c/o SunTrust Bank, Agency Services, Mail Code GA-Atlanta-7662, 000 Xxxxxxxxx Xxxxxx, X.X. – 00xx Xxxxx, Xxxxxxx, XX 00000, the principal sum of [ ] AND ACCEPTANCE NO/100 DOLLARS (AFFILIATED LENDER$[ ]) This Assignment (the “Principal Sum”), or so much thereof as may be advanced to or for the account of Borrower pursuant to the terms and Acceptance (this “Assignment and Acceptance”) is dated as conditions of the Effective Date set forth below Loan Agreement (as hereinafter defined), together with interest at a rate per annum as provided in the Loan Agreement, on the dates and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified the amounts provided in item 2 below ([the][each, an] “Assignee”)the Loan Agreement. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not otherwise defined herein shall have the meanings given ascribed thereto in that certain Loan Agreement dated as of [ ] (as amended, modified, renewed, replaced, supplemented, or restated from time to them time, the “Loan Agreement”), by and between Borrower and the Lenders (as defined in the Credit Agreement identified belowLoan Agreement, receipt including Lender) and SunTrust Bank, in its capacity as administrative agent for the Lenders (“Administrative Agent”). Borrower promises to pay interest on the unpaid principal amount of a copy this Note from time to time on the dates and at the rate or rates provided for in the Loan Agreement, all in accordance with the terms of the conditions of the Loan Agreement, which is hereby acknowledged by [the] [each] Assigneeterms and conditions are incorporated herein. The Standard Terms entire outstanding principal amount, together with all accrued unpaid interest thereon, shall be due and Conditions payable in full on the Maturity Date. Interest on any overdue principal of and, to the extent permitted by law, overdue interest on the principal amount hereof, shall bear interest at a rate per annum as provided in the Loan Agreement. All payments of principal and interest shall be made to Administrative Agent for the account of the Lender in lawful money of the United States in immediately available funds at the Administrative Agent’s office as set forth in Annex 1 the Loan Agreement (or in accordance with written notice from Lender to Borrower). All advances made by the Lender, the maturity thereof, the interest rates from time to time applicable thereto, and all repayments of the principal thereof shall be recorded by the Lender and, prior to any transfer hereof, endorsed by the Lender on a schedule attached hereto (the “Standard Terms and Conditions”) are hereby agreed hereto, or on a continuation of such schedule attached to and incorporated herein by reference and made a part hereof; provided that the failure of the Lender to make, or any error of the Lender in making, any such recordation or endorsement shall not affect the obligations of Borrower hereunder or under the Loan Agreement. This Note is a “Note” referenced in the Loan Agreement. Reference is made to the Loan Agreement for provisions for the prepayment and the repayment hereof and the acceleration of the Maturity Date of this Assignment Note. In case an Event of Default shall occur and Acceptance as if set forth herein in full. For an agreed considerationbe continuing, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]entire unpaid principal amount of this Note, and [the][each] Assignee hereby irrevocably purchases all of the unpaid interest accrued thereon, may become or be declared due and assumes from [payable in the Assignor][the respective Assignors], subject to manner and in accordance with the Standard Terms and Conditions and effect provided in the Credit Loan Agreement. This Note is secured by, among other things, that certain Deed of Trust, Security Agreement, as Assignment of Rents and Leases and Fixture Filing dated [ ] (the Effective Date inserted by “Security Instrument”) from Borrower for the benefit of Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations Agent, conveying Borrower’s interest in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto certain real estate situated in Orange County, California, more particularly described in Exhibit A to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable lawSecurity Instrument, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or property, real and personal, more particularly described in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] AssigneeInstrument.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance Assumption shall be governed by, and construed in accordance with, the rights and obligations law of the parties hereunder State of New York. EXHIBIT B to the Credit Agreement FORM OF NOTE $ New York, New York Note No. , 201 For value received, the undersigned TECO FINANCE, INC., a Florida corporation (“Borrower”), promises to pay to (“Lender”) at the office of JPMorgan Chase Bank, N.A., located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 in lawful money of the United States of America and in immediately available funds, the principal amount of DOLLARS ($ ), or if less, the aggregate unpaid and outstanding principal amount of Loans advanced by Lender to Borrower pursuant to that certain Credit Agreement dated as of March 14, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, TECO Energy, Inc., the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (“Administrative Agent”), and all other amounts owed by Borrower to Lender hereunder. This is one of the Notes referred to in the Credit Agreement and is entitled to the benefits thereof and is subject to all terms, provisions and conditions thereof. Capitalized terms used and not defined herein shall have the meanings set forth in the Credit Agreement. The principal amount hereof is payable in accordance with the Credit Agreement, and such principal amount may be prepaid solely in accordance with the Credit Agreement. Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Credit Agreement and Borrower agrees to pay other fees and costs as stated in the Credit Agreement. If any payment on this Note becomes due and payable on a date which is not a Banking Day, such payment shall be made on the first succeeding, or next preceding, Banking Day, in accordance with the terms of the Credit Agreement. All Loans made by Lender pursuant to the Credit Agreement and other Credit Facility Documents, and all payments and prepayments made on account of the principal balance hereof shall be recorded by Lender on the grid attached hereto, provided that failure to make such a notation shall not affect or diminish Borrower’s obligation to repay all amounts due on this Note as and when due. Upon the occurrence and during the continuation of any one or more Events of Default, all amounts then remaining unpaid on this Note may become or be declared to be immediately due and payable as provided in the Credit Agreement and other Credit Facility Documents. Borrower agrees to pay costs and expenses, including without limitation attorneys’ fees, as set forth in Section 8.4 of the Credit Agreement. This Note shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. TECO FINANCE, INC. By: Name: Title: EXHIBIT B-2 C-1 to the Credit Agreement FORM OF ASSIGNMENT AND ACCEPTANCE NOTICE OF CONVERSION OF LOAN TYPE (AFFILIATED LENDERDelivered pursuant to Section 2.1.3) This Assignment and Acceptance [Date] JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxxxxxx Xxxx Ops 2 Xxxxx 0 Xxxxxx, XX 00000 Attention: Xxxx Xxxxxxxxx Telephone No.: (this “Assignment and Acceptance”000) 000-0000 Telecopy No.: (000) 000-0000 with copy to: JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxxxx Re: TECO Finance, Inc.: Notice of Conversion of Loan Type Reference is hereby made to that certain Credit Agreement dated as of March 14, 2016 (as amended, supplemented or otherwise modified from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below “Credit Agreement”), among TECO Energy, Inc., a Florida corporation, TECO Finance, Inc., a Florida corporation ([the][each“Borrower”), an] the lenders party thereto (the “AssignorLenders”) and [the][each]2 Assignee identified in item 2 below JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders ([the][each, an] “AssigneeAdministrative Agent”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized All capitalized terms used but not defined herein shall have the respective meanings given to them set forth in the Credit Agreement identified below, receipt unless otherwise defined herein or unless the context requires otherwise. Pursuant to Section 2.1.3 of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as Borrower hereby requests conversion of the Effective Date inserted by the Administrative Agent following Loans as contemplated set forth below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.include only those which are applicable]:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including by facsimile telecopy or other electronic transmission) and all of said counterparts taken together transmission shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAcceptance. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 B FORM OF ASSIGNMENT AND ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance OF EARNINGS (this “Assignment and AcceptanceAssignment”) is dated as of Seahawk Drilling, LLC, a Delaware limited liability company (the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each), an] “Assignee”). [It is understood and agreed that the rights and obligations owner of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 vessels listed on Schedule I attached hereto (the “Standard Terms Vessels”), in consideration of One Dollar and ConditionsNo/100 ($1.00) in lawful money of the United States of America and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, (a) has sold, assigned, transferred and set over, and by this instrument does sell, assign, transfer and set over unto Natixis, New York Branch, as administrative agent (in such capacity as administrative agent, the “Assignee”) are hereby agreed under that certain Revolving Credit Agreement dated as of August ___, 2009 (as amended, restated, supplemented or otherwise modified from time to and incorporated herein by reference and made time, the “Credit Agreement”) among Seahawk Drilling, Inc. a part Delaware corporation (the “Borrower”), as borrower, certain of this Assignment and Acceptance its Subsidiaries as if set forth herein in full. For an agreed considerationGuarantors, [the][each] including the Assignor hereby irrevocably sells and assigns to [(collectively with the Assignee][the respective Assignees]Borrower, the “Loan Parties”), the Assignee, as administrative agent, and [the][each] the Lenders, and unto the Assignee’s successors and permitted assigns, to its and its successors’ and permitted assigns’ own proper use and benefit and (b) does hereby grant to the Assignee hereby irrevocably purchases and assumes from [a security interest in, in each case for the Assignor][the respective Assignors], subject to and in accordance with ratable benefit of the Standard Terms and Conditions and Secured Parties (as defined under the Credit Agreement, ) and as collateral security for the payment of the Effective Date inserted by Obligations and the Administrative Agent performance and observance of all agreements, covenants and provisions contained in this Assignment, the other Loan Documents and any Swap Contracts with any Swap Counterparty (as contemplated below defined in the Credit Agreement), all the right, title, interest, claim and demand of the Assignor in and to (i) all freights, hire and other moneys earned and to be earned, due or to become due, or paid or payable to, or for the account of, the Assignor, of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity whatsoever nature, arising out of or as a Lender][their respective capacities as Lenders] under result of the Credit Agreement use, operation, pooling or chartering by the Assignor or its agents of the Vessels, including, without limitation, all rights arising out of the owner’s lien on cargoes and any other documents or instruments delivered pursuant thereto subfreights thereunder, (ii) all moneys and claims for moneys due and to become due to the extent related Assignor, and all claims for damages, arising out of the breach of any and all present and future drilling contracts, charter parties, pooling arrangements, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, and operations of every kind whatsoever of any Vessel and in and to any and all claims and causes of action for money, loss or damages that may accrue or belong to the amount Assignor, its successors or assigns, arising out of or in any way connected with the present or future use, operation, pooling or chartering of any Vessel or arising out of or in any way connected with any and percentage interest identified below all present and future requisitions, drilling contracts, charter parties, pooling arrangements, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, and other operations of any Vessel, (iii) all of such outstanding rights moneys and obligations of [claims due and to become due to the Assignor][the respective Assignors] Assignor, and all claims for damages and all insurances and other proceeds, in respect of the Term Loan Commitments and Term Loans identified below actual or constructive total loss of or requisition of use of or title to any Vessel, and (iiiv) to any proceeds of any of the extent permitted to foregoing and all interest and earnings from the investment of any of the foregoing and the proceeds thereof. Capitalized terms used herein and not otherwise defined shall be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (used herein as defined in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance 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 or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile telecopy or other electronic transmission) and all of said counterparts taken together imaging means shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. EXHIBIT B-2 F FORM OF ASSIGNMENT AND ACCEPTANCE SECURITY AGREEMENT [attached] EXHIBIT G FORM OF INTERCOMPANY NOTE [attached] EXHIBIT I-1 FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE (AFFILIATED LENDERFor Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) This Assignment Reference is made to the Third Amended and Acceptance (this “Assignment and Acceptance”) is Restated Credit Agreement, dated as of August 10, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “AssigneeCredit Agreement”), among APX Group, Inc., a Delaware corporation (the “Borrower”), APX Group Holdings, Inc., a Delaware corporation, the other Guarantors party thereto from time to time, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.01(d) 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 Internal Revenue Code of 1986, as amended (the “Code”), (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with a U.S. trade or business conducted by the undersigned. The undersigned has furnished the Borrower and the Administrative Agent with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing, 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 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. [Signature Page Follows] [Lender] By: Name: Title: [Address] Dated: ______________________, 20[ ] EXHIBIT I-2 FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Third Amended and Restated Credit Agreement, dated as of August 10, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among APX Group, Inc., a Delaware corporation (the “Borrower”), APX Group Holdings, Inc., a Delaware corporation, the other Guarantors party thereto from time to time, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings given assigned to them such terms in the Credit Agreement identified below, receipt Agreement. Pursuant to the provisions of a copy Section 3.01(d) of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as the undersigned hereby certifies that (i) it is the sole record owner of the Effective Date inserted 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 the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption (its “applicable partners/members”) is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iv) none of its applicable partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its applicable partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with a U.S. trade or business conducted by the undersigned or any of its applicable partners/members. The undersigned has furnished the Borrower and the Administrative Agent as contemplated below with an Internal Revenue Service Form W-8IMY accompanied by one of the following forms from each of its applicable partners/members: (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents an Internal Revenue Service Form W-8BEN or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and W-8BEN-E or (ii) an Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service 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 the Borrower and the Administrative Agent in writing 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 either the calendar year in which each payment is to be made to the extent permitted to be assigned under applicable lawundersigned, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with either of the two calendar years preceding such payments. [Signature Page Follows] [Lender] By: Name: Title: [Address] Dated: ______________________, 20[ ] EXHIBIT I-3 FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Third Amended and Restated Credit Agreement, dated as of August 10, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among APX Group, Inc., a Delaware corporation (the “Borrower”), APX Group Holdings, Inc., a Delaware corporation, the other Guarantors party thereto from time to time, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.01(d) and Section 10.07(e) of the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any undersigned hereby certifies that (i) it is the sole record and beneficial owner of the foregoingparticipation in respect of which it is providing this certificate, including(ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, but as amended (the “Code”), (iii) it is not limited toa “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity (iv) it is not a “controlled foreign corporation” related to the rights Borrower as described in Section 881(c)(3)(C) of the Code, and obligations sold (v) no payments in connection with any Loan Document are effectively connected with a U.S. trade or business conducted by the undersigned. The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform 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 undersigned, or in either of the two calendar years preceding such payments. [Signature Page Follows] [Participant] By: Name: Title: [Address] Dated: ______________________, 20[ ] EXHIBIT I-4 FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Third Amended and Restated Credit Agreement, dated as of August 10, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among APX Group, Inc., a Delaware corporation (the “Borrower”), APX Group Holdings, Inc., a Delaware corporation, the other Guarantors party thereto from time to time, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, as L/C Issuer and Swing Line Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned pursuant to clause such terms in the Credit Agreement. Pursuant to the provisions of Section 3.01(d) and Section 10.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) above it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption (its “applicable partners/members”) is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the rights “Code”), (iv) none of its applicable partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its applicable partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and obligations sold and assigned (vi) no payments in connection with any Loan Document are effectively connected with a U.S. trade or business conducted by [the][any] Assignor to [the][any] Assignee pursuant to clauses the undersigned or any of its applicable partners/members. The undersigned has furnished its participating Lender with an Internal Revenue Service Form W-8IMY accompanied by one of following forms from each of its applicable partners/members: (i) and an Internal Revenue Service Form W-8BEN or W-8BEN-E or (ii) above being referred an Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service 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 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 herein collectively be made to the undersigned, or in either of the two calendar years preceding such payments. [Signature Page Follows] [Participant] By: Name: Title: [Address] Dated: ______________________, 20[ ] [Reserved] EXHIBIT L FORM OF CLOSING DATE INTERCREDITOR AGREEMENT [attached] EXHIBIT M FORM OF LETTER OF CREDIT REPORT Date: , 20 To: Bank of America, N.A., as [the][an] Administrative Agent Ladies and Gentlemen: Reference is made to the Third Amended and Restated Credit Agreement, dated as of August 10, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Assigned InterestCredit Agreement”), among APX Group, Inc., a Delaware corporation, (“Borrower”), APX Group Holdings, Inc., a Delaware corporation (“Holdings”), the other Guarantors party thereto from time to time, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, as L/C Issuer and Swing Line Lender. Each Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such sale and assignment terms in the Credit Agreement. This report is without recourse being delivered pursuant to [the][any] Assignor and, except as expressly provided Section 2.03(n) of the Credit Agreement. Set forth in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit the table below is a description of each Security Document shall be maintained in favor Letter of Credit issued by the undersigned and outstanding on the date hereof. L/C No. Maximum Face Amount Current Face Amount Beneficiary Name Issuance Date Expiry Date Auto Renewal Date of Amendment Amount of Amendment [the][eachAPPLICABLE L/C ISSUER] Assignee.By: Name:

General Provisions. This Assignment and Acceptance Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance Assumption may be executed by in any number of counterparts, which together shall constitute one or more instrument. Delivery of the parties to an executed counterpart of a signature page of this Assignment and Acceptance on any number of separate counterparts (including Assumption by facsimile or other electronic transmission) and all of said counterparts taken together telecopy shall be deemed to constitute one effective as delivery of a manually executed counterpart of this Assignment and the same instrumentAssumption. This Assignment and Acceptance and the rights and obligations of the parties hereunder Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New YorkTexas. EXHIBIT B-2 B FORM OF ASSIGNMENT AND ACCEPTANCE NOTICE OF COMMITMENT INCREASE [Date] JPMorgan Chase Bank, N.A. 0000 Xxxxxx Xxxxxx, 10th Floor Houston, Texas, 77002 Attention: Ladies and Gentlemen: The undersigned, XTO Energy Inc. (AFFILIATED LENDER) This Assignment the “Borrower”), refers to the Amended and Acceptance (this “Assignment and Acceptance”) is Restated 5-Year Revolving Credit Agreement dated as of April 1, 2005 (as amended, supplemented or otherwise modified from time to time, the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each“Credit Agreement”, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized with terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowand not otherwise defined herein being used herein as therein defined) among the Borrower, receipt of a copy of which is hereby acknowledged by [the] [each] Assigneeand JPMorgan Chase Bank, N.A., as Administrative Agent, and the Agents and Lenders party thereto. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are Borrower hereby agreed notifies you, pursuant to and incorporated herein by reference and made a part Section 2.02 of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as that it hereby requests that the aggregate amount of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Commitments under the Credit Agreement be increased and any other documents or instruments delivered pursuant thereto the CI Lenders agree to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan provide Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or and in that connection sets forth below the loan transactions governed thereby or in any way based on or related information relating to any such proposed Commitment Increase as required by Section 2.02(b) of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee.Credit Agreement: