Common use of General Provisions Clause in Contracts

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Section

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in by one or more parties on any number of separate counterparts, which and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of to this Assignment and Assumption by telecopy email or facsimile transmission shall be effective as delivery of a manually signed executed counterpart hereof. A set of copies of this Assignment and AssumptionAssumption signed by all the parties shall be lodged with the Lender. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 54: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx XxxxxxXxxxxxxxx Xxxxxx Xxx Xxxx, 4E New York, NY 10286 AttXX 00000 Attention: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New YorkTALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary DealerTALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALERTALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New YorkTALF II LLC, as Lender x/x Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10045XX 00000-0001 Att0000 Email: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Attxxxxxx@xx.xxx.xxx And by email to: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx Xxxxx.Xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx XxxxxxXxxxxxxxx Xxxxxx Xxx Xxxx, 4E New York, NY 10286 AttXX 00000 Attention: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx APPENDIX 65: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx XxxxxxXxxxxxxxx Xxxxxx Xxx Xxxx, 4E New York, NY 10286 AttXX 00000 Attention: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Xxx Tel.: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxx.xxx With a copy by email to: XXXX@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New YorkTALF II LLC, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though through [name of Primary DealerTALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary DealerTALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionnot

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionPrepayment

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10045XX 00000-0001 0000 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10045XX 00000-0001 0000 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionSection 17.0 of the MLSA or (y) discharge any other Obligation that the Borrower may have to Lender pursuant to the MLSA. The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby notifies Custodian that the Prepayment Amount will be delivered by [Name of Payor and Correspondent Bank]. Upon receipt in full of the Prepayment Amount, Custodian shall release the Collateral previously securing the Loans identified in the chart above (in the case of a partial prepayment, such release to be on a Pro Rata Basis) in accordance with Section 8.1 or 8.2 of the MLSA, as applicable. The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby directs Custodian to transfer the released Collateral to a DTC account in accordance with the following instructions:1 1 If no instructions are specified, Custodian shall transfer the released Collateral to the Applicable Primary Dealer’s DTC account, for further distribution to the Subject Borrower as contemplated by the MLSA. DTC Account Name: DTC Participant Number: Sub-Account Number: Upon such transfer, none of Custodian, Administrator or Lender shall have any further liability or obligation to the Subject Borrower with respect to such Collateral. The undersigned Primary Dealer represents and warrants to Lender that it has been duly authorized by the Subject Borrower to execute and deliver this Loan Prepayment notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number counterparts (and by different parties hereto on different counterparts), each of counterpartswhich shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile transmission or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Assignment and Assumption and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law laws of the State of New York. APPENDIX 5: EXHIBIT I [FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE OF] MATURITY DATE EXTENSION REQUEST [Date] The Insert Date](14) Bank of New York MellonAmerica, N.A., as Custodian and Administrator QSR Administration 000 Xxxxxxx XxxxxxAdministrative Agent Xxx Xxxxxx Xxxx Xxx Xxxx, 4E New York, NY 10286 AttXxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx [ ] Fax: [ ] Ladies and Gentlemen: Reference is made to the Master Loan and Security Credit Agreement dated as of May 19, 2016 (as it may be amended amended, restated, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by among YETI Holdings, Inc., a Delaware corporation (the “Borrower”), the Lenders and among Federal Reserve Issuing Banks party thereto and Bank of New YorkAmerica, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretoAdministrative Agent. Terms defined in the MLSA and Capitalized terms used but not otherwise defined herein are used herein with shall have the same meaningsmeanings assigned to them in the Credit Agreement. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in In accordance with Section 13.3 2.21 of the MLSACredit Agreement, the Subject Borrower acknowledges undersigned hereby requests [(a)] an extension of the [insert applicable Class] Maturity Date from [ ] to [ ][, (b) the Applicable Rate to be applied in determining the interest payable on [insert applicable Class] Loans of[, and fees payable under the Credit Agreement to,] Consenting Lenders in respect of that all portion of its righttheir [[insert applicable Class] Loans] extended to the new Maturity Date to be [ ]%, title and interest in the Subject Collateral which changes shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, effective as of [ ] and (c) the date of effectiveness amendments to the terms of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty Credit Agreement set forth in the preceding paragraph (below, which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent amendments will become effective on [ ]:] [Insert amendments to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as Credit Agreement, if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALERany], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Section

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in by one or more parties on any number of separate counterparts, which and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of to this Assignment and Assumption by telecopy email or facsimile transmission shall be effective as delivery of a manually signed executed counterpart hereof. A set of copies of this Assignment and AssumptionAssumption signed by all the parties shall be lodged with the Lender. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. TALF Master Loan and Security Agreement Appendix 3A-4 APPENDIX 53B: FORM OF COLLATERAL SURRENDER ASSIGNMENT AND ACCEPTANCE NOTICE [Date] The Bank ASSUMPTION (ASSIGNMENT BY BORROWER) This Assignment and Assumption (this “Assignment and Assumption”) is dated as of New York Mellonthe Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”), as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxxthrough their respective Applicable TALF Agents, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made pursuant to the Master Loan and Security Agreement identified below (the “Loan Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as it may be amended or supplemented from time to timeif set forth herein in full. For an agreed consideration, the “MLSA”), by Assignor hereby irrevocably sells and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodianassigns to the Assignee, and the Primary Dealers party thereto. Terms defined Assignee hereby irrevocably assumes from the Assignor, subject to and in the MLSA and not otherwise defined herein are used herein accordance with the same meanings. The Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by Lender, all of the Assignor’s rights and obligations in its capacity as a Borrower under the Loan Agreement, any other Lending Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the Loans identified on the signature page hereto below and any associated rights and obligations with respect thereto (the rights and obligations sold and assigned by the Assignor to the Assignee above being referred to herein collectively as the “Subject BorrowerAssigned Interest”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect . Each such sale and assignment is without recourse to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”)Assignor. Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSAAssignment and Assumption, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral Assignee shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant become bound to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation terms and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness conditions of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant Agreement with respect to Sectionsuch Assigned Interest.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10045XX 00000-0001 0000 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10045XX 00000-0001 0000 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionPrepayment

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT B to the Credit Agreement [FORM OF] OPINION OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The COUNSEL FOR THE BORROWER July 21, 2005 To the Lenders and the Administrative Agent Referred to Below c/o XX Xxxxxx Xxxxx Bank of New York MellonN.A., as Custodian and Administrator QSR Administration Administrative Agent 000 Xxxxxxx XxxxxxXxxx Xxxxxx Xxx Xxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Xxx Xxxx 00000 Ladies and Gentlemen: Reference This opinion is made furnished to you pursuant to paragraph (b) of Section 4.01 of the Master Loan and Security Agreement Credit Agreement, dated as of July 21, 2005 (as it may be amended or supplemented from time to time, the “MLSACredit Agreement”), by and among Federal Reserve Bank of New YorkEthan Xxxxx Interiors Inc., as Lendera Delaware corporation (“Holdings”), The Bank of New York MellonEthan Xxxxx Global, as AdministratorInc., The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto a Delaware corporation (the “Subject Borrower”), acting though [name of Primary Dealer]the banks and other financial institutions identified therein as Lenders, and XX Xxxxxx Chase Bank, as its duly authorized agentAdministrative Agent. Unless otherwise defined herein, hereby notifies you terms used herein have the meanings provided in the Credit Agreement. I am general counsel of its election Holdings and the Borrower and, in that capacity, have acted as counsel for the Loan Parties in connection with the Credit Agreement and the other Loan Documents. For purposes of this opinion, I have examined originals or copies, certified or otherwise identified to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance my satisfaction, of the Collateral set forth above (the “Subject Collateral”) in full satisfaction such documents, corporate records, certificates of the Obligations secured thereby (the “Subject Obligations”)public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable. Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 basis of the MLSAforegoing, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as I am of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionopinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary DealerTALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALERTALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10045XX 00000-0001 0000 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10045XX 00000-0001 0000 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though through [name of Primary DealerTALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary DealerTALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionnot

General Provisions. This Affiliated Assignment and Assumption shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns. This Affiliated Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Assignment and Assumption by telecopy facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Affiliated Assignment and Assumption. This Affiliated Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. APPENDIX 5: EXHIBIT J [FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [DateOF] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference AUCTION PROCEDURES This Exhibit J is made intended to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance summarize certain basic terms of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender reverse Dutch auction procedures pursuant to and in accordance with the terms and conditions of Section 13.3 2.23 of the MLSAAmended and Restated Credit Agreement, of which this Exhibit J is a part. It is not intended to be a definitive statement of all of the terms and conditions of a reverse Dutch auction, the Subject Borrower acknowledges that all of its right, title definitive terms and interest in the Subject Collateral conditions for which shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness applicable offering document. None of the Collateral Surrender contemplated hereby)Administrative Agent, the Auction Manager or any of their respective Affiliates makes any recommendation pursuant to any offering document as to whether or not any Lender should sell its Term Loans to a Purchasing Borrower Party pursuant to any offering documents, nor shall the decision by the Administrative Agent or the Auction Manager (or any of their respective Affiliates) in its capacity as a Lender to sell its Term Loans to a Purchasing Borrower Party be deemed to constitute such a recommendation. The Subject Borrower Each Lender should make its own decision as to whether to sell any of its Term Loans and as to the price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each Auction Purchase Offer and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaserrelevant offering documents. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and Capitalized terms not otherwise defined herein are used herein with in this Exhibit J have the same meanings. The Borrower identified on meanings assigned to them in the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionAmended and Restated Credit Agreement.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkTexas. APPENDIX 5: FORM OF COLLATERAL SURRENDER ANNEX 1 to Assignment and Assumption, Solo Page EXHIBIT B TO EAGLE MATERIALS INC. AMENDED AND ACCEPTANCE NOTICE [Date] The Bank RESTATED CREDIT AGREEMENT Form of New York MellonOpinion of Counsel for the Borrower 16 December 2004 To the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, N.A. as Custodian and Administrator QSR Administration 000 Xxxxxxx Administrative Agent 2000 Xxxx Xxxxxx, 4E New York3rd Floor Dallas, NY 10286 AttTexas, TX 75201 Dear Sirs: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies We have acted as counsel for Eagle Materials Inc. (formerly Centex Construction Products, Inc.), a Delaware corporation (the “Borrower”) and Gentlemen: Reference is made the guarantors listed in Appendix 1 attached hereto (the “Guarantors”) (the Borrower and the Guarantors being collectively referred to hereafter as the Master Loan “Obligated Parties”) in connection with the Amended and Security Restated Credit Agreement dated as of December 16, 2004 (as it may be amended or supplemented from time to timethe “Credit Agreement”) among the Borrower, the “MLSA”), by banks and among Federal Reserve Bank of New York, other financial institutions identified therein as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianLenders, and the Primary Dealers party theretoJPMorgan Chase Bank, N.A. as Administrative Agent. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meanings. The Borrower We have examined originals or copies, certified or otherwise identified on the signature page hereto (the “Subject Borrower”)to our satisfaction, acting though [name of Primary Dealer]such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as its duly authorized agent, hereby notifies you we have deemed necessary or advisable for purposes of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”)this opinion. Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 basis of the MLSAforegoing, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as we are of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionopinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 51 Selected bracketed language to be acceptable to the Administrative Agent. EXHIBIT E RECORDING REQUESTED BY AND WHEN RECORDED, MAIL TO: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonXxxxx Xxxxx LLP 0000 Xxxxxxxx Xxx Xxxx, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 AttXxx Xxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made Xxxxx, Esq. SPACE ABOVE FOR RECORDER’S USE APPLIED MEDICAL RESOURCES CORPORATION as Grantor, to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New YorkFIDELITY NATIONAL TITLE INSURANCE COMPANY, as LenderTrustee for the benefit of CITIBANK, The Bank of New York MellonN.A., as Administrator, The Bank of New York MellonAdministrative Agent, as CustodianBeneficiary DEED OF TRUST, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”)ASSIGNMENT OF LEASES AND RENTS AND PROFITS, acting though [name SECURITY AGREEMENT AND FIXTURE FILING Dated as of Primary Dealer[ ], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS This instrument affects real and personal property located in Orange County, State of California. THIS INSTRUMENT CONTAINS FUTURE ADVANCE PROVISIONS. THIS INSTRUMENT COVERS GOODS THAT ARE OR ARE TO BECOME FIXTURES AND UPON RECORDING IS EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING. TABLE OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionCONTENTS Page

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the Borrowers, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT B-1 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE SOLVENCY CERTIFICATE OF CONSTELLIUM ROLLED PRODUCTS RAVENSWOOD, LLC [Date] The Bank of New York Mellon—], as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: 2012 Reference is made to the Master Loan and Security Agreement that certain ABL Credit Agreement, dated as of May 25, 2012 (as it may be amended or supplemented from time to time, the “MLSACredit Agreement”), by and among Federal Reserve Bank of New YorkCONSTELLIUM HOLDCO II B.V., as Lendera private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, The Bank of New York MellonCONSTELLIUM US HOLDINGS I, as AdministratorLLC, The Bank of New York Mellona Delaware limited liability company, as CustodianCONSTELLIUM ROLLED PRODUCTS RAVENSWOOD, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto LLC, a Delaware limited liability company (the “Subject Borrower”), acting though [name of Primary Dealer]the Lenders from time to time party thereto, the agents named therein, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as its duly authorized agent, hereby notifies you of its election to exercise its Administrative Agent and Collateral Surrender Right with respect Agent. This Certificate is furnished to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’sAdministrative Agent pursuant to Section 5.02(e) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (Credit Agreement. Unless otherwise defined herein, terms defined in the “Subject Collateral”) Credit Agreement and used herein shall have the meanings given to them in full satisfaction the Credit Agreement. I, the undersigned, the Chief Financial Officer of the Obligations secured thereby Borrower, in that capacity only and not in my individual capacity (the “Subject Obligations”and without personal liability). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 , DO HEREBY CERTIFY on behalf of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness hereof, after giving effect to the Transactions on the Closing Date (including the execution and delivery of the Collateral Surrender contemplated herebyCredit Agreements, the Subject Collateral is free making of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower Loans and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser use of the Subject Collateral following the effectiveness proceeds of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice Loans on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectiondate hereof):

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE EXHIBIT B-1 [DateForm of Opinion of Counsel to XLCA] The Bank of New York MellonAugust [__], as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made 2006 To the Lenders party to the Master Loan Credit Agreement referred to below and Security Agreement Citibank, N.A. as Administrative Agent, 2 Penns Way, Suite 200 New Castle, Delaware 19720 U.S.A. Dear Sirs, X xx Xxxxxxx xx XX Xxxxxxx Xxxxxxxxx Inc. (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”"XLCA"). Upon the effectiveness of I am furnishing this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred opinion to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have you pursuant to Section 17.0 4.01(b)(i) of the MLSA or Credit Agreement dated as a result of a breach of August [__], 2006, between Security Capital Assurance Ltd ("SCA"), XLCA, and XL Financial Assurance Ltd. ("XLFA") (collectively, the representation "XL Entities"), as account parties (collectively, the "Account Parties"), the Lenders parties thereto and warranty set forth Citibank, N.A., as Administrative Agent (the "Agreement"). Unless otherwise defined herein, capitalized terms used herein have the meanings assigned to those terms in the preceding paragraph Agreement. In this connection, I have examined the Agreement. For purposes of this opinion I have been informed that you are receiving an opinion of an opinion of Cahill Gordon & Reindel LLP, special New York counsel for the Accounx Xxxxxxx, xx to, xxxxx other things, the Account Parties each having all the requisite power and authority and having taken all necessary corporate or other action to execute and deliver (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has having duly authorized, executed and delivered this Collateral Surrender delivered) the Agreement. I have not independently verified any of the matters contained in such opinions or made any investigations in connection with any such matters. I have examined and Acceptance Notice relied upon the representations, warranties and (y) it has been duly authorized by covenants contained in the Subject Borrower to execute Agreement, certificates of public officials and deliver this Collateral Surrender of other officers of each of the Account Parties and Acceptance notice on such other documents and records as I deemed relevant and necessary as a basis for the Subject Borrower’s behalfopinions hereinafter expressed. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as In rendering the Subject Borrower’s Applicable Primary Dealer with respect the Loan opinions set forth in below, I have assumed that the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New Yorksignatures on documents and instruments examined by me as originals are authentic and that all documents submitted to me as copies conform with the originals, as Lender 00 Xxxxxxx Xxxxxx New Yorkwhich facts I have not independently verified. Based upon the foregoing, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made subject to the Master Loan assumptions, exceptions and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as qualifications set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrowerherein, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness I am of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionopinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of New YorkYork (including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law, but otherwise without regard to conflicts of laws principles thereof). APPENDIX 5EXHIBIT F [Form of] LEGAL OPINIONS [Provided under separate cover] EXHIBIT G [Form of] PREPAYMENT OPTION NOTICE [Lenders] Re: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE DaVita Inc. [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Credit Agreement dated as of October 20, 2010 (as it may be amended, amended and restated, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”)) among DaVita Inc., by and among Federal Reserve Bank of New Yorka Delaware corporation, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto borrower (the “Subject Borrower”), acting though [name of Primary Dealer]the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in the Credit Agreement), the Lenders party thereto, JPMorgan Chase Bank, N.A., as its duly authorized agentAdministrative Agent and Collateral Agent, hereby notifies and the other agents party thereto. Borrower has provided us with notice pursuant to Section 2.11(e) of the Credit Agreement that it shall be making a prepayment of Tranche B Term Loans under the Credit Agreement. This Prepayment Option Notice constitutes an offer by the Borrower to prepay Tranche B Term Loans in the amount listed below on the 10th Business Day following the date hereof. Please notify the Administrative Agent in writing within [ ] days whether you of its election accept or decline this offer. Please note that failure to exercise its Collateral Surrender Right with respect respond to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the this notice shall be deemed an acceptance of the Collateral set forth above (the “Subject Collateral”prepayment offered to be repaid, as listed below. Pursuant to Section 2.11(e) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Credit Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of pay (i) to the representations and warranties relevant Tranche B Lenders the aggregate amount necessary to prepay that portion of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement outstanding relevant Term Loans in respects of which such Lenders have accepted prepayment and (ii) to the rights of recourse against Tranche A Lenders an amount equal to the Subject Borrower and the Applicable Primary Dealer under Section 17.0 portion of the MLSA as Tranche B Prepayment Amount not accepted by Tranche B Term Lenders, and such amount shall be applied to the prepayment of the Tranche A Term Loans; provided that if after the Subject Obligations had been owed application of amounts pursuant to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that clause (x) it has duly authorizedii), executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized any portion of the Tranche B Prepayment Amount not accepted by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yoursTranche B Term Loan Lenders shall remain, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may such amount shall be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Tranche B Term Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionon a pro rata basis.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary DealerTALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALERTALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though through [name of Primary DealerTALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary DealerTALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionSection 17.0 of the MLSA or (y) discharge any other Obligation that the Borrower may have to Lender pursuant to the MLSA. The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby notifies Custodian that the Prepayment Amount (plus Accrued Interest) will be delivered by [Name of Payor and Correspondent Bank]1. Upon receipt in full of such amount and effectiveness of the related DvP Settlement, Xxxxxx’s lien on and security interest in the Collateral previously securing the Loans identified in the chart above shall be released (in the case of a partial prepayment, on a Pro Rata Basis) in accordance with Section 8.1 or 8.2 of the MLSA, as applicable. 1 Must be a TALF Agent. The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby directs Custodian to deliver the Collateral to be released against receipt of the Prepayment Amount (plus Accrued Interest) in accordance with the following instructions:2 DTC Account Name: 3 DTC Participant Number: Sub-Account Number: Upon such transfer, none of Custodian, Administrator or Lender shall have any further liability or obligation to the Subject Borrower with respect to such Collateral. The undersigned TALF Agent represents and warrants to Lender that it has been duly authorized by the Subject Borrower to execute and deliver this Loan Prepayment notice on the Subject Borrower’s behalf. 2 If no instructions are specified, the Collateral to be released shall be delivered against receipt of the Prepayment Amount (plus Accrued Interest) to the DTC account of the Applicable TALF Agent with respect to the applicable Loan.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5EXHIBIT F TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT SUMMARY OF TERMS AND CONDITIONS MORTGAGE WAREHOUSE FACILITY SELLER/BORROWER: FORM OF BUYER/LENDER: PURPOSE: COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 AttCUSTODIAN: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and GentlemenFACILITY: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following LoanFACILITY AMOUNT: TERMINATION DATE: FACILITY FEE: INTEREST RATE: ELIGIBLE MORTGAGE LOANS: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, Type Sublimit Advance Rate/Margin Conforming Loans % % Wet Fundings % % Jumbo Loans % % Other Non-Conforming Conv % % Non-Owner Occupied % % SECURITY: REPRESENTATIONS AND WARRANTIES: EVENTS OF DEFAULT: COVENANTS: SCHEDULE AI TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT APPROVED INVESTORS Current Investors as of 9-12-2012 Investor S&P CP Rating Xxxxx’x XX Rating Related Parent Company Product Approval Charter Bank N/A N/A Conforming Chase Home Equity X-0 X-0 XXXxxxxx Chase Bank N.A. Conforming/Non-conforming CitiMortgage, Inc. X-0 X-0 Xxxxxxxx, N.A. Conforming Colonial Savings, FA N/A N/A Conforming Federal National Mortgage Assoc. (FNMA) N/A N/A Conforming Government National Mortgage Assoc. (GNMA) N/A N/A Conforming JPMorgan Chase Bank X-0 X-0 XXXxxxxx Xxxxx & Xx. Xxxxxxxxxx/Xxx-xxxxxxxxxx Leader Financial Services N/A N/A Conforming Xxxxx Associates, Inc. N/A N/A Conforming PennyMac Mortgage Investment Trust N/A N/A Conforming Redwood Trust N/A N/A Conforming/Non-conforming Standard Mortgage Corporation N/A N/A Conforming U.S. Bank, N.A. A-1+ P-1 U.S. Bancorp Conforming/Non-conforming Xxxxx Fargo Bank, N.A. A-1+ P-1 Xxxxx Fargo & Company Conforming/Non-conforming Housing Agencies Alabama Housing Finance Authority N/A N/A Conforming California Housing Finance Agency N/A N/A Conforming Colorado Housing & Finance Authority N/A N/A Conforming AI-1 Georgia Housing and Finance Authority N/A N/A Conforming Illinois Housing Development Authority N/A N/A Conforming Minnesota Housing Finance Agency N/A N/A Conforming New Mexico Housing Finance Authority N/A N/A Conforming Nevada Housing Division N/A N/A Conforming North Carolina Housing Finance N/A N/A Conforming Oregon Housing and Community Services N/A N/A Conforming South Carolina State Housing Finance N/A N/A Conforming Washington State Housing Finance Commission N/A N/A Conforming SCHEDULE BC TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT The Buyers’ Committed Sums (in dollars) Buyer Committed Sum U.S. Bank National Association $ 170,000,000 Associated Bank, N.A. $ 30,000,000 Branch Banking & Trust Company $ 50,000,000 Comerica Bank $ 50,000,000 BC-1 SCHEDULE BP TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT LIST OF BASIC PAPERS The following are the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionBasic Papers for Purchased Loans:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] EXHIBIT H TRANSFER AUTHORIZER DESIGNATION (For Disbursement of Loan Proceeds by Funds Transfer) ¨ NEW ¨ REPLACE PREVIOUS DESIGNATION ¨ ADD ¨ CHANGE ¨ DELETE LINE NUMBER ¨ INITIAL LOAN DISBURSEMENT The Bank following representatives (“Authorized Representatives”) of New York MellonRHP HOTEL PROPERTIES, as Custodian LP (“Borrower”) are authorized to request the disbursement of loan proceeds and Administrator QSR Administration 000 Xxxxxxx Xxxxxxinitiate funds transfers for Loan Number 101719 (“Loan”) in the original principal amount of $1,000,000,000 (“Loan Amount”) evidenced by that certain Fourth Amended and Restated Credit Agreement dated April 18, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master 2013 (“Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSAAgreement”), by and among Federal Reserve Bank each of New York, as the financial institutions initially a signatory to the Loan Agreement together with their successors and assignees (“Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer]Xxxxx Fargo Bank, as its duly National Association (“Administrative Agent”) and Borrower. Administrative Agent is authorized agentto rely on this Transfer Authorizer Designation form until it has received a new Transfer Authorizer Designation form signed by Borrower, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to even in the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance event that any or all of the Collateral foregoing information may have changed. The maximum amount of the initial disbursement of any Loan proceeds (“Initial Loan Disbursement”) and the maximum amount of each subsequent disbursement of any Loan proceeds (each a “Subsequent Loan Disbursement”) are set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”)below: Name Title Maximum Initial Loan Disbursement Amount1 Maximum Subsequent Loan Disbursement Amount1 1. Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender2. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement3. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Section4.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature (as defined in the Credit Agreement) or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System (as defined in the Credit Agreement) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5EXHIBIT B [FORM OF] BORROWING NOTICE LANDEC CORPORATION Borrowing Request Date: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon6 JPMorgan Chase Bank, as Custodian and Administrator QSR Administration 000 Xxxxxxx XxxxxxN.A. Middle Market Servicing 00 Xxxxx Xxxxxxxx, 4E New YorkXxxxx X0 Xxxxx XX0-0000 Xxxxxxx, NY 10286 AttXX, 00000-0000 Attention: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx ___________________ Fax No: (312) ___________ Ladies and Gentlemen: Reference This Borrowing Request is made furnished pursuant to the Master Loan and Security Section 2.03 of that certain Credit Agreement dated as of September 23, 2016 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”)) among Landec Corporation, by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto a Delaware corporation (the “Subject Borrower”), acting though [name of Primary Dealer]the other Loan Parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., in its capacity as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to administrative agent for the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above Lenders (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject ObligationsAdministrative Agent”). Upon Unless otherwise defined herein, capitalized terms used in this Borrowing Request have the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest meanings ascribed thereto in the Subject Collateral shall be transferred to LenderCredit Agreement. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness this Borrowing Request and the date of the Collateral Surrender contemplated herebyproposed Borrowing set forth below, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness each of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty conditions precedent set forth in the preceding paragraph (which representation and warranty shall survive effectiveness Section 4.02 of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Credit Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had have been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meaningssatisfied. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you the Administrative Agent of its election to prepay request for the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionBorrowing:

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. APPENDIX 5: EXHIBIT B [FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [DateOF] The BORROWING REQUEST Xxxxxxx Xxxxx Bank of New York MellonUSA, as Custodian and Administrator QSR Administration 000 Xxxxxxx Administrative Agent for the Lenders referred to below 0000 Xxxxxxxxxx Xxxxx Xxxxxx, 4E New YorkXxxxx 00000 Attention: Agency Operations Fax: (000) 000-0000 Email: xx-xxxxxx-Xxxxxxxxxxx@xx.xxx [·] [·], NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx 20[·](14) Ladies and Gentlemen: Reference is hereby made to the Master Loan and Security that certain First Lien Credit Agreement dated as of May 14, 2014 (as it may be amended, restated, amended and restated, supplemented or supplemented from time to timeotherwise modified and in effect on the date hereof, the “MLSAFirst Lien Credit Agreement”), by and among Federal Reserve Bank of New Yorkamong, inter alios, Xxxxxxxx Intermediate, Inc., a Delaware corporation, as LenderHoldings, The Bank of New York MellonXxxxxxxx Corporation, a Delaware corporation, as Administrator, The Bank of New York Mellon, as Custodianthe Top Borrower, and the Primary Dealers other Borrowers party thereto, the Lenders from time to time party thereto, Xxxxxxx Sachs Bank USA, in its capacities as the swingline lender and as administrative agent and collateral agent for the Lenders and Royal Bank of Canada as the issuing bank. Terms defined in the MLSA and not otherwise defined herein First Lien Credit Agreement are used herein with the same meaningsmeanings unless otherwise defined herein. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, undersigned hereby notifies gives you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have notice pursuant to Section 17.0 2.03 of the MLSA or as a result of a breach of First Lien Credit Agreement that it requests the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer Borrowings under the Lending First Lien Credit Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice be made on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER·] [·], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE 20[Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian·], and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set that connection sets forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of terms on which the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant Borrowings are requested to Sectionbe made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 51 The Administrative Agent should consider whether this method conforms to its systems. In some circumstances, the following alternative language may be appropriate: “From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.” [ANNEX 1 to EXHIBIT A] EXHIBIT B FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE BORROWING BASE CERTIFICATE Encore Capital Group, Inc. Borrowing Base Certificate As of: [DateDATE] The Bank Pursuant to, and in accordance with, the terms and provisions of New York Mellon, as Custodian that certain Amended and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Restated Credit Agreement (as it may be amended, restated, amended and restated, supplemented or supplemented from time otherwise modified to timethe date hereof, the “MLSACredit Agreement”), by and among Federal Reserve Bank of New YorkEncore Capital Group, as LenderInc., The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto a Delaware corporation (the “Subject Borrower”), acting though [name of Primary Dealer]the several banks and other financial institutions and lenders from time to time party thereto (“Lenders”), SunTrust Bank, as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to administrative agent for the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above Lenders (the “Subject CollateralAgent”) in full satisfaction of ), as collateral agent to the Obligations secured thereby Secured Parties, as issuing bank and as swingline lender and the other agents and arrangers party thereto, the Borrower is executing and delivering to Agent this Borrowing Base Certificate accompanied by supporting data (collectively referred to as the “Subject ObligationsReport”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender Agent that this Report is true and correct in all material respects, and is based on information contained in Borrower’s records. Borrower, by the execution of this Report, hereby certifies that, as of the date of effectiveness of the Collateral Surrender contemplated herebyCalculation Date set forth below, the Subject Collateral is free Receivables Portfolios included in the Borrowing Base referenced in this Report are performing, in the aggregate, at a sufficient level to support the amount of any Adverse Claim, except as created under the Lending Agreementsuch Borrowing Base. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (xin thousands) discharge any Obligation that the Subject Borrower may have Adj Purchase Price Total Collections to Lender pursuant to the MLSA Date Total Est. Collections Total Life Collections Total 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Grand Total [Continued on Next Page] [EXHIBIT B] Estimated Remaining Collections Estimated Remaining Collections from Receivables other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, Debtor Receivables MULTIPLY: Advance Rate X [NAME OF PRIMARY DEALER33 ], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Section%1

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT E-1 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: NEW LENDER SUPPLEMENT Reference is made to the Master Loan and Security Credit Agreement dated as of May 26, 2016 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”) among Comcast Corporation, a Pennsylvania corporation (the “Borrower”), by the several banks and among Federal Reserve Bank of New Yorkother financial institutions or entities from time to time party thereto, JPMorgan Chase Bank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, Administrative Agent and the Primary Dealers other agents party thereto. Terms Unless otherwise defined herein, terms defined in the MLSA Credit Agreement and not otherwise defined herein are used herein with shall have the same meaningsmeanings given to them in the Credit Agreement. The Borrower New Lender identified on the signature page Schedule l hereto (the “Subject BorrowerNew Lender”), acting though [name the Administrative Agent and the Borrower agree as follows: The New Lender hereby irrevocably makes a Revolving Commitment to the Borrower in the amount set forth on Schedule 1 hereto (the “New Commitment”) pursuant to Section 2.01(b) of Primary Dealer]the Credit Agreement. From and after the Effective Date (as defined below), as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right the New Lender will be a Lender under the Credit Agreement with respect to the following Loan: Loan Identification # Borrower Name Collateral New Commitment. Each of the Administrative Agent and the Issuing Lenders (CUSIP’sa) The Subject Borrower hereby consents makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the acceptance execution, legality, validity, enforceability, genuineness, sufficiency or value of the Collateral set forth above Credit Agreement; and (b) makes no representation or warranty and assumes no responsibility with respect to the “Subject Collateral”) in full satisfaction financial condition of the Obligations secured thereby Borrower, any of its Subsidiaries or any other obligor or the performance or observance by the Borrower, any of its Subsidiaries or any other obligor of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto. The New Lender (a) represents and warrants that it is legally authorized to enter into this New Lender Supplement; (b) confirms that it has received a copy of the “Subject Obligations”). Upon Credit Agreement, together with copies of the effectiveness most recent financial statements delivered pursuant to Section 6.01 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Collateral Surrender New Lender Supplement; (c) agrees that it will, independently and without reliance upon the Administrative Agent, any Issuing Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with Section 13.3 its terms all the obligations which by the terms of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall Credit Agreement are required to be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or performed by it as a result of a breach of Lender (including the representation and warranty set forth obligation to lend in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated herebyany Alternative Currency). The Subject Borrower and effective date of this New Lender Supplement shall be the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser Effective Date of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], New Commitment described in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page Schedule 1 hereto (the “Subject BorrowerEffective Date”). Following the execution of this New Lender Supplement by each of the New Lender and the Borrower, acting though [name of Primary Dealer]it will be delivered to the Administrative Agent for acceptance and recording by it pursuant to the Credit Agreement, as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (effective as of ) The Subject Borrowerthe Effective Date (which shall not, acting through [name unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of Primary Dealer] as its duly authorized agentsuch acceptance and recording by the Administrative Agent). Upon such acceptance and recording, hereby acknowledges that effectiveness from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Loan Prepayment contemplated hereby New Commitment (including payments of principal, interest, fees and other amounts) to the New Lender for amounts which have accrued on and subsequent to the Effective Date. From and after the Effective Date, the New Lender shall not (x) affect any right be a party to the Credit Agreement and, to the extent provided in this New Lender Supplement, have the rights and obligations of recourse against a Lender thereunder and shall be bound by the Borrower that provisions thereof. This New Lender may have pursuant to SectionSupplement shall be governed by and construed and interpreted in accordance with the laws of the State of New York.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: CREDIT AGREEMENT EXHIBIT B FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonCOMPLIANCE CERTIFICATE Key Bank, National Association, as Custodian and Administrator QSR Administration Administrative Agent 000 Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx, 4E New YorkXX 00000 Attn: Xx. Xxxxxxxxxxx Xxxx RE: MVP Real Estate Holdings, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx LLC, MVP REIT II Operating Partnership, LP, and certain of their Subsidiaries Compliance Certificate for _________________________ through __________________________ Dear Ladies and Gentlemen: Reference This Compliance Certificate is made with reference to the Master Loan and Security that certain Credit Agreement dated as of [___], 2016 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSA”"Credit Agreement"), by among MVP Real Estate Holdings, LLC, MVP REIT II Operating Partnership, LP, and among Federal Reserve Bank certain of New Yorktheir Subsidiaries, as Lenderborrowers (collectively, The Bank of New York Mellonthe "Borrower"), the financial institutions party thereto, as Administratorlenders, The Bank of New York Mellonand KeyBank, National Association, as Custodian, and the Primary Dealers party theretoAdministrative Agent. Terms defined All capitalized terms used in the MLSA this Compliance Certificate (including any attachments hereto) and not otherwise defined in this Compliance Certificate shall have the meanings set forth for such terms in the Credit Agreement. All Section references herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect shall refer to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower Credit Agreement. I hereby consents to certify that I am the acceptance Chief Financial Officer of MVP Real Estate Holdings, LLC and MVP REIT II Operating Partnership, LP, and that I make this Certificate on behalf of the Collateral set forth above (the “Subject Collateral”) in full satisfaction Borrower. I further represent and certify on behalf of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as follows as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionCompliance Certificate:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: Form of Assignment and Assumption EXHIBIT F-1 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank BORROWER OPINION See attached. Form of New York MellonBorrower Opinion XXXXXXX X. XXXXX SENIOR ATTORNEY XX XXX 000000 XXXXXXXXXX. XXXXXXX 00000-00x0 TELEPHONE (000) 000-0000 FAX (000) 000-0000 E-MAlL xxxxxx@xxxxxxx.xxx November 17, as Custodian 2008 To the Banks and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx the Administrative Agent Referred to Below Dear Ladies and Gentlemen: Reference is made We have acted as in-house counsel to Vulcan Materials Company, a New Jersey corporation (the Master Loan and Security “Borrower”) in connection with the 364-Day Credit Agreement (dated as it may be amended or supplemented from time to timeof November 14, 2008, among the Borrower, the banks listed on the signature pages thereof and Bank of America, N.A., as Administrative Agent and the Lenders party thereto (the “MLSACredit Agreement”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meaningsas therein defined. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. The Borrower identified on Credit Agreement, the signature page hereto (Notes and the Loan Documents are herein referred to as the “Subject BorrowerDocuments”). In rendering the opinions expressed herein, acting though [name of Primary Dealer]we have assumed (i) the due authorization, as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance execution and delivery of the Collateral set forth above (the “Subject Collateral”) in full satisfaction Documents by each of the Obligations secured thereby parties thereto (other than the “Borrower); and (ii) that the Subject Obligations”Documents are the legal, binding, and enforceable obligation of each party (other than the Borrower). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 basis of the MLSAforegoing, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as we are of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionopinion that:

General Provisions. Time is of the essence with respect to each provision of this Agreement. This Assignment and Assumption Agreement shall be binding upon, and inure to the benefit of, the parties hereto and be binding on, Landlord and Tenant and their respective heirs, personal representatives, successors and assigns. This Assignment Agreement shall be governed by, and Assumption construed and interpreted in accordance with, the laws (excluding the choice of laws rules) of the state of Colorado. This Agreement may be executed in any number of duplicate originals or counterparts, each of which together when so executed shall constitute in the aggregate but one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretosame document. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of Each individual executing this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower Agreement represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it individual has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender Agreement in the capacity and Acceptance notice for the entity set forth where he signs. LANDLORD AND TENANT have executed this Agreement on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan respective dates set forth in below, to be effective as of the table above date first set forth above. LANDLORD: REEF FLATIRON LLCa Washington limited liability company By: NameWashington Capital Management, Inc. Its: TitleManager By: NAME /s/ Xxxxx Xxxx Xxxxx Xxxx Its: Asset Manager Date 6/20/2016 TENANT: BLUE CANYON TECHNOLOGIES LLCa Colorado limited liability company By /s/ Xxxxxxx X Xxxxxxx Xxxxxxx X. Xxxxxxx Print or Type Name of Signatory Its Coo Date 6/13/16 EXHIBIT A FLOOR PLAN [Information included in this Schedule has been omitted in accordance with Item 601(a)(5) of Regulation S-K] EXHIBIT B Tenant’s Work/Tenant Improvements [Information included in this Schedule has been omitted in accordance with Item 601(a)(5) of Regulation S-K] EXHIBIT “B” TO AGREEMENT OF BORROWER: [ SUB-SUBLEASE ORIGINAL SUBLEASE [attached hereto] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank CONSENT TO SUBLEASE THIS CONSENT TO SUBLEASE (this “Consent”) is executed as of New YorkJune 5, 2018 by REEF FLATIRON LLC, a Washington limited liability company (“Landlord”). Landlord and BLUE CANYON TECHNOLOGIES LLC, a Colorado limited liability company (“Tenant”) are parties to the Lease dated January 17, 2014, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement amended (as it may be amended or supplemented from time to time, the “MLSAMaster Lease”), by and among Federal Reserve Bank respecting the Premises therein described. Tenant desires to sublease all of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto Premises (the “Subject BorrowerSublease Premises”)) to CWB HOLDINGS, acting though [name INC., a Colorado corporation (“Subtenant”) in accordance with the terms of Primary Dealer]the foregoing, as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below attached Sublease (the “Loan PrepaymentSublease”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of ). Tenant and Subtenant request Landlord’s consent to the Loan Prepayment contemplated hereby Sublease. Capitalized terms herein which are not defined shall not (x) affect any right of recourse against have the Borrower that Lender may have pursuant to Sectiondefinitions contained in the Master Lease.

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: Each party hereto acknowledges and agrees that the Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with Section 9.04(k)(iv) or any purported assignment exceeding the Affiliated Lender Cap (it being understood and agreed that the Affiliated Lender Cap is intended to apply to any Loans made available to Affiliated Lenders by means other than formal assignment (e.g., as a result of an acquisition of another Lender (other than any Debt Fund Affiliate) by any Affiliated Lender or the provision of Incremental Term Loans by any Affiliated Lender); provided, further, that to the extent that any assignment to any Affiliated Lender would result in the aggregate principal amount of all Term Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap (after giving effect to any substantially simultaneous cancellations thereof), the assignment of the relevant excess amount shall be null and void. EXHIBIT C to the Credit Agreement FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The BORROWING REQUEST Deutsche Bank of AG New York MellonBranch, as Custodian and Administrator QSR Administration Administrative Agent Loan Operations 0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxx XxxxxxXxxxxxxxxxxx, 4E New YorkXX 00000 Xxxxxx Xxxx, NY 10286 AttXX 00000-0000 ATTN: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Loan Operations xx.xxxxxxxxxxxxxxx@xx.xxx [DATE]1 Ladies and Gentlemen: Reference is made The undersigned, Ceridian HCM Holding Inc., as Borrower refers to the Master Loan and Security Credit Agreement dated as of November 14, 2014 (as it may be amended, restated, amended and restated, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by and among Federal Reserve the Borrower, the lenders from time to time party thereto (the “Lenders”), Deutsche Bank of AG New YorkYork Branch, as LenderAdministrative Agent and Collateral Agent (such terms and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement), The Deutsche Bank of New York MellonAG Canada Branch, as Administrator, The Bank of New York Mellon, as Custodian, Canadian Sub-Agent and the Primary Dealers other agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies gives you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have notice pursuant to Section 17.0 2.03 of the MLSA or as Credit Agreement that it requests a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer Borrowing under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianCredit Agreement, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein connection with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set such borrowing sets forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of terms on which the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant Borrowing is requested to Sectionbe made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM EXHIBIT B OPINION OF COLLATERAL SURRENDER COUNSEL FOR THE BORROWER AND ACCEPTANCE NOTICE GUARANTORS [Effective Date] The Bank of New York MellonTo the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, as Custodian and Administrator QSR Administration Administrative Agent 000 Xxxxxxx XxxxxxXxxx Xxxxxx Xxx Xxxx, 4E New YorkXxx Xxxx 00000 Dear Sirs: [I/We] have acted as counsel for (a) [ ], NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement a [ ] corporation (as it may be amended or supplemented from time to time, the “MLSABorrower”), by in connection with the Credit Agreement dated as of [ ] (the “Credit Agreement”), among the Borrower, the banks and among Federal Reserve Bank of New Yorkother financial institutions identified therein as Lenders, and JPMorgan Chase Bank, as LenderAdministrative Agent and (b) [identify all Guarantors signing Guaranty], The Bank in connection with the Guaranty dated as of New York Mellon[ ] (the “Guaranty”), as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretoamong [ ]. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meanings. The Borrower [I, or individuals under my direction,/We] have examined originals or copies, certified or otherwise identified on the signature page hereto (the “Subject Borrower”)to [my/our] satisfaction, acting though of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as [name I/we] have deemed necessary or advisable for purposes of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”)this opinion. Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 basis of the MLSAforegoing, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as [I am/we are] of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionopinion that:

General Provisions. This Assignment Except as specifically amended in this Amendment, the Original Lease is and Assumption shall be binding uponremain in full force and effect and has not been amended, modified, terminated or assigned. No portion of the Premises has been assigned, sublet or licensed for use by any other occupant. In the event there is a contradiction between the Original Lease and this Amendment, this Amendment shall govern. Tenant acknowledges that Landlord’s and Tenant’s lease covenants are independent and that Tenant has no claim of default, setoff, counterclaim or defenses and no claim of abatement, reduction, adjustments, or concessions with respect to rent and/or other charges under the Original Lease as of the date hereof, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in extent any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State same exist, they are hereby waived in full. EXECUTED as a sealed instrument as of New Yorkthe date first set forth above. APPENDIX 5LANDLORD: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonDIV NEEDHAM 115 LLC, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxxa Massachusetts limited liability company By: Fourth Avenue Ventures Limited Partnership, 4E New Yorkits manager By: Cendav Investment Corp., NY 10286 Attits general partner By: Xxxxxx /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: President TENANT: CELLDEX THERAPEUTICS, INC., a Delaware corporation By: /s/ Xxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and GentlemenName: Reference is made to the Master Loan and Security Agreement Xxxxx X. Xxxxxx Title: SVP & CFO SECRETARY’S CERTIFICATE I, Xxxxxxx X. Xxxxxxx, President & CEO of CELLDEX THERAPEUTICS, INC., a Delaware corporation (as it may be amended or supplemented from time to time, the “MLSACompany”), hereby certify that by and among Federal Reserve Bank of New YorkBoard Meeting on September 9, 2015, approval was given for the Company, as Lendertenant, The Bank of New York Mellonto enter into a Second Amendment to Lease with DIV NEEDHAM 115 LLC, as Administratorlandlord, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents Company’s lease in the building located at, known as and numbered 000-000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx, a copy of which Second Amendment to Lease is attached hereto and made a part hereof. I further certify that Xxxxx X. Xxxxxx, as SVP & CFO of the Company has authority to execute and deliver to the acceptance landlord said Second Amendment to Lease on behalf of the Collateral set forth above Corporation. Witness my hand and seal of the Corporation this 30th day of October, 2015. /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President & CFO EXHIBIT A Expansion Premises EXHIBIT B Parking Spaces EXHIBIT C Right of First Refusal Tenant shall have an ongoing right of first refusal (the “Subject CollateralRight of First Refusal”) in full satisfaction of to lease certain ROFR Space (hereinafter defined), subject to the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness terms and conditions of this Collateral Surrender in accordance with Section 13.3 Exhibit C and the existing rights of any other tenants leasing space at the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, Building as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionAmendment.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary DealerTALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALERTALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10045XX 00000-0001 0000 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10045XX 00000-0001 0000 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary DealerTALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary DealerTALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionnot

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE EXHIBIT G TO 8/05 CREDIT AGREEMENT (Basic Form of Opinion of Counsel) [Date] The Bank of New York MellonJPMorgan Chase Bank, N.A., as Custodian and Administrator QSR Administration Agent for the Lenders 000 Xxxxxxx Xxxxxx, 4E New York6th Floor North Houston, NY 10286 AttTexas 77002 Re: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies 8/05 Amended and Gentlemen: Reference is made to Restated Senior Secured Credit Agreement dated as of August 1, 2005 among HomeBanc Corporation and HomeBanc Mortgage Corporation (the Master Loan “Companies”), JPMorgan Chase Bank, N.A., as agent (the “Agent”) and Security Agreement a Lender, and the other Lenders party thereto (as it may be amended or supplemented from time to timecollectively, the “MLSALenders”)) Gentlemen: We have acted as special counsel for the Companies in connection with the 8/05 Amended and Restated Senior Secured Credit Agreement dated as of August 1, by and 2005 (the “Credit Agreement”) among Federal Reserve Bank of New Yorkthe Companies, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, the Agent and the Primary Dealers party theretoLenders. Terms defined This opinion is rendered to you in compliance with Section 8.1(a)(10) of the MLSA and not Credit Agreement. Unless otherwise defined herein are or the context otherwise requires, each capitalized term used herein shall have the meaning ascribed to it in the Credit Agreement. In our capacity as such counsel, we have examined the Credit Agreement, the Custody Agreement and the Senior Credit Notes (collectively, the “Principal Facilities Papers”) and such other documents and matters as we have deemed necessary in rendering the opinions hereinafter set forth. We have been furnished with, and with the same meanings. The Borrower identified on Agent’s and the signature page hereto (Lenders’ consent have relied upon, certificates of and other information supplied by officers of the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right Companies with respect to certain factual matters and we have assumed the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance accuracy of the Collateral set forth above (the “Subject Collateral”) in full satisfaction all representations of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty fact set forth in the preceding paragraph Principal Facilities Papers. In addition, we have obtained and relied upon such certificates and assurances from public officials as we have deemed necessary. We have also assumed the genuineness of signatures on (which representation and warranty shall survive effectiveness other than those of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice Companies’ representatives on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”Facilities Papers), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretoauthenticity of, all materials so examined; and we have assumed the conformity with originals of all documents submitted to us as copies. Terms defined in For purposes of our opinions we have assumed the MLSA due authorization, execution, delivery, and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness performance of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against Credit Agreement and the Borrower that Lender may have pursuant Custody Agreement by the Agent and the Lenders. Based upon the foregoing, and subject to Sectionthe qualifications herein set forth, it is our opinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by, and construed in accordance with, the law laws of the State of New York without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction. EXHIBIT B [Form of] BORROWING REQUEST For Revolving Loans: Royal Bank of Canada, as Administrative Agent 0xx Xxxxx, 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Manager, Agency Services Group For Swingline Loans: Royal Bank of Canada Three World Financial Center 000 Xxxxx Xxxxxx New York. APPENDIX 5, New York 10281 Attention: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE Global Loans Administration Re: Norcraft Companies, L.P. [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Credit Agreement dated as of November 14, 2013 (as it may be amended, amended and restated, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”)) among NORCRAFT COMPANIES, by and among Federal Reserve Bank of New YorkL.P., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto a Delaware limited partnership (the “Subject Borrower”), acting though [name NORCRAFT INTERMEDIATE HOLDINGS, L.P., a Delaware limited partnership (“Intermediate Holdings”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I of Primary Dealer]the Credit Agreement), the Lenders, RBC CAPITAL MARKETS and KEYBANK NATIONAL ASSOCIATION, as its duly authorized agentjoint lead arrangers and joint bookrunners (in such capacities, hereby notifies you of its election to exercise its individually, “Arranger” and collectively the “Arrangers”), and ROYAL BANK OF CANADA, as swingline lender, as issuing bank, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and as collateral agent (in such capacity, “Collateral Surrender Right with respect to Agent”) for the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Secured Parties. Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have gives you notice pursuant to Section 17.0 2.03 of the MLSA or as Credit Agreement that it requests a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer Borrowing under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianCredit Agreement, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set that connection sets forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant terms on which such Borrowing is requested to Sectionbe made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and the rights and obligations of the parties 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. APPENDIX 5: EXHIBIT E-1 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonLEGAL OPINION OF DEBEVOISE & XXXXXXXX LLP EXHIBIT E-2 FORM OF LEGAL OPINION OF MORRIS, as Custodian and Administrator QSR Administration 000 Xxxxxxx XxxxxxNICHOLS, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: ARSHT & XXXXXXX LLP EXHIBIT F FORM OF EXEMPTION CERTIFICATE Reference is made to the Master Loan and Security Agreement Credit Agreement, dated as of July 31, 2008 (as it may be amended amended, restated, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by and among Federal Reserve Bank of New YorkExplorer Investor Corporation, as Lendera Delaware corporation, The Bank of New York MellonExplorer Merger Sub Corporation, as Administratora Delaware corporation, The Bank of New York MellonBooz Xxxxx Xxxxxxxx Inc., as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto a Delaware corporation (the “Subject Borrower”), acting though [name of Primary Dealer]the several banks and other financial institutions or entities from time to time parties thereto, Credit Suisse, as its duly authorized agentAdministrative Agent (in such capacity, hereby notifies you the “Administrative Agent”) and Collateral Agent, Bank of its election America, N.A., as Syndication Agent, Xxxxxx Brothers Commercial Bank, C.I.T. Leasing Corporation and Sumitomo Mitsui Banking Corporation, as Documentation Agents, Credit Suisse, as Issuing Lender and Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Xxxxxx Brothers Inc. and Sumitomo Mitsui Banking Corporation, as Joint Lead Arrangers and Joint Bookrunners. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to exercise its Collateral Surrender Right with respect to them in the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above Credit Agreement. (the “Subject CollateralNon-US Lender”) in full satisfaction is providing this certificate pursuant to Section 2.20(d) of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to LenderCredit Agreement. The Subject Borrower Non-US Lender hereby represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Section:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkYork without reference to its conflict of laws other than Section 5-1401 of the New York General Obligations Law. APPENDIX 5: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Exhibit B-7 Exhibits to TLA Credit Agreement Exhibit C-1 Form of Letter of Credit See attached. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE DSR LETTER OF CREDIT [DateLetterhead of KeyBank] The IRREVOCABLE TRANSFERABLE STANDBY LETTER OF CREDIT NO. [ ] Dated: [ ] ACCOUNT PARTY: Sunrun Aurora Portfolio 2014-A, LLC 000 Xxxxxx Xx., 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attn: General Counsel BENEFICIARY: OneWest Bank of New York MellonN.A. as Collateral Agent 0000 Xxxxxxxx Xxx., as Custodian and Administrator QSR Administration Xxxxx 000 Xxxxxxx Xxxxx Xxxxxx, 4E New YorkXX 00000 Attn: Xxxxxxx Xxxx / Xxxxxxx Xxxxx Dear Beneficiary: At the request of and for the account of Sunrun Aurora Portfolio 2014-A, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made LLC, a Delaware limited liability company (“Account Party”), we, KeyBank National Association (“KeyBank”), hereby establish in your favor, pursuant to the Master Loan and Security Agreement that certain Credit Agreement, dated as of December 31, 2014 (as it may be amended, restated, amended and restated, or otherwise modified, supplemented from time to timeor replaced, the “MLSACredit Agreement”), by and among Federal Reserve Bank of New Yorkthe Account Party, the financial institutions from time to time party thereto as Lenderlenders (collectively, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject BorrowerLenders”), acting though [name of Primary Dealer]and Investec Bank plc, as Administrative Agent for the Lenders (in such capacity, together with its duly authorized agentsuccessors and permitted assigns, hereby notifies you the “Administrative Agent”), our Irrevocable Transferable Standby Letter of its election to exercise its Collateral Surrender Right with respect Credit No. [ ] (this “Letter of Credit”) whereby, subject to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower terms and conditions contained herein, you are hereby consents irrevocably authorized to draw on KeyBank National Association, by your draft or drafts at sight, up to an aggregate amount not to exceed the acceptance of Dollar amount for the Collateral relevant time period set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSAon Schedule 1 hereto, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby which amount shall not exceed $7,900,000.00 (xSeven Million Nine Hundred Thousand and 00/100 United States Dollars) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorizedamount, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to timereduced in accordance with the terms hereof, the “MLSAStated Amount”). This Letter of Credit shall be effective immediately and shall expire on the Expiration Date (as hereinafter defined). Partial drawings on this Letter of Credit are permitted up to the Stated Amount available for drawing for the relevant period as set forth on Schedule 1, attached hereto. The Stated Amount available for drawing under this Letter of Credit shall be immediately reduced by the amount of any paid drawing hereunder. You may draw upon this Letter of Credit at any time on or prior to the Expiration Date by presenting (a) a sight draft in the form of Exhibit A (a “Sight Draft”), appropriately completed and executed by your authorized officer and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined (b) a certificate in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto form of Exhibit B (the a “Subject BorrowerCertificate”), acting though appropriately completed and executed by your authorized officer. [name ***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Presentation of Primary Dealer]any Sight Draft and Certificate shall be made at our office located at KeyBank National Association, as its Standby Letter of Credit Services, Mail Code: OH-01-49-1003, 0000 Xxxxxxxx Xxxx, Cleveland, Ohio 44144-2302. We hereby agree with you that any Sight Draft and Certificate drawn under and in compliance with the terms of this Letter of Credit shall be duly authorized agenthonored by us upon delivery, hereby notifies if presented on or before our close of business on the Expiration Date at our office specified above. Provided that a compliant drawing is presented by 12:00 p.m., Eastern Standard time, on any Business Day, payment shall be made to you of its election the amount specified in the applicable Sight Draft, not to prepay exceed the Stated Amount, in immediately available funds, not later than 11:00 a.m., Eastern Standard time, on the second following Loans as set forth below (Business Day. A compliant drawing presented after 12:00 p.m, Eastern Standard time on any Business Day, will be paid on the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionthird following Business Day.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by 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. APPENDIX 5: FORM EXHIBIT B OPINION OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonCOUNSEL FOR THE BORROWER June 29, 2012 To the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, N.A., as Custodian and Administrator QSR Administration Administrative Agent 000 Xxxxxxx XxxxxxXxxx Xxxxxx Xxx Xxxx, 4E New YorkXxx Xxxx 00000 Dear Sirs: [I/We] have acted as counsel for NuStar GP Holdings, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto LLC (the “Subject Borrower”), acting though [name in connection with the 364-Day Revolving Credit Agreement dated as of Primary Dealer]June 29, as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above 2012 (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject ObligationsCredit Agreement”). Upon , among the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSABorrower, the Subject Borrower acknowledges that all of its rightbanks and other financial institutions identified therein as Lenders, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender thatJPMorgan Chase Bank, N.A., as of Administrative Agent, and the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral other Loan Documents identified below. This opinion is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have being furnished to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have you pursuant to Section 17.0 4.01(b) of the MLSA or as a result of a breach Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. In that connection, we have examined executed copies of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower Credit Agreement and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, notes executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as date hereof pursuant to Section 2.08(e) of the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Credit Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan PrepaymentDocuments”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (). In addition, [I, or individuals under my direction,/We] have examined originals or copies, certified or otherwise identified to [my/our] satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as [I/we] have deemed necessary or advisable for purposes of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness this opinion. Upon the basis of the Loan Prepayment contemplated hereby shall not (x) affect any right foregoing, [I am/we are] of recourse against the Borrower that Lender may have pursuant to Sectionopinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. APPENDIX 5Xxxxxxx X-0 Form of Borrowing Request INITIAL BORROWING REQUEST Borrower Name: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE Chugach Electric Association, Inc. Facility Number: [Date●] Type of Borrowing: Syndicated Loan Effective Date of Borrowing: The Borrowing Amount: Interest Rate Elected: m LIBO Borrowing m ABR Borrowing Interest Rate Elections Period if LIBO Borrowing is chosen: o 1-month LIBO o 2-month LIBO o 3-month LIBO o 6-month LIBO Wiring Instructions: Bank Name City, State ABA No Account No Credit Account Name Additional Instructions Certification Acting on behalf of New York Mellonthe Borrower, I hereby certify that as Custodian of the date below: (1) I am duly authorized to make this certification and Administrator QSR Administration 000 Xxxxxxx Xxxxxxto request funds on the terms specified herein; (2) the Borrower has met all of the conditions to this Borrowing contained in the Credit Agreement dated as of November [●], 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies 2010 (the "Credit Agreement"; the terms defined therein and Gentlemen: Reference is made to the Master Loan and Security Agreement (not otherwise defined herein being used herein as it may be amended or supplemented from time to time, the “MLSA”therein defined), by and among Federal Reserve Bank of New Yorkthe Borrower, the Lenders party thereto, and National Rural Utilities Cooperative Finance Corporation, as LenderAdministrative Agent, The Bank governing the terms of New York Mellon, as Administrator, The Bank this Borrowing Request that the Borrower is required to meet prior to an advance of New York Mellon, as Custodian, funds; (3) all of the representations and the Primary Dealers party thereto. Terms defined warranties contained in the MLSA Credit Agreement (except those set forth in Section 3.06 and Section 4.01(c)) are true and correct on and as of the date hereof and will be deemed to be true and correct on and as of the Effective Date of this Borrowing unless notice is otherwise given by the Borrower to the Administrative Agent before the Effective Date, in each case, other than any such representations or warranties that, by their terms, refer to a specific date other than such Effective Date, in which case such representations and warranties are true, correct and complete as of such date; and (4) no Default has occurred and is continuing or would result from this Borrowing or from the application of the proceeds therefrom. Certified By: Signature Date [Name & Title of Authorized Officer of Borrower] Attn: [Xxxxx Xxxxxx] Fax Number: [000-000-0000] Xxxxxxx X-0 Form of Borrowing Request BORROWING REQUEST Borrower Name: Chugach Electric Association, Inc. Facility Number: [●] Type of Borrowing: Syndicated Loan Effective Date of Borrowing: The Borrowing Amount: Interest Rate Elected: m LIBO Borrowing m ABR Borrowing Interest Rate Elections Period if LIBO Borrowing is chosen: o 1-month LIBO o 2-month LIBO o 3-month LIBO o 6-month LIBO Wiring Instructions: Bank Name City, State ABA No Account No Credit Account Name Additional Instructions Certification Acting on behalf of the Borrower, I hereby certify that as of the date below: (1) I am duly authorized to make this certification and to request funds on the terms specified herein; (2) the Borrower has met all of the conditions to this Borrowing contained in the Credit Agreement dated as of November [●], 2010 (the "Credit Agreement"; the terms defined therein and not otherwise defined herein are being used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”therein defined), by and among Federal Reserve Bank of New Yorkthe Borrower, the Lenders party thereto, and National Rural Utilities Cooperative Finance Corporation, as LenderAdministrative Agent, The Bank governing the terms of New York Mellon, as Administrator, The Bank this Borrowing Request that the Borrower is required to meet prior to an advance of New York Mellon, as Custodian, funds; (3) all of the representations and the Primary Dealers party thereto. Terms defined warranties contained in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto Credit Agreement (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as except those set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (in Section 3.06 and Section 4.01(c)) are true and correct on and as of ) The Subject Borrower, acting through [name of Primary Dealer] the date hereof and will be deemed to be true and correct on and as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right Effective Date of recourse against this Borrowing unless notice is otherwise given by the Borrower that Lender may have pursuant to Sectionthe Administrative Agent before the Effective Date, in each case, other than any such representations or warranties that, by their terms, refer to a specific date other than such Effective Date, in which case such representations and warranties are true, correct and complete as of such date; and (4) no Default has occurred and is continuing or would result from this Borrowing or from the application of the proceeds therefrom. Certified By: Signature Date [Name & Title of Authorized Officer of Borrower] Attn: [Xxxxx Xxxxxx] Fax Number: [000-000-0000] Exhibit C Form of Interest Election Request [This form should only be used to continue or convert a rate on an existing Loan] INTEREST ELECTION REQUEST Borrower Name: Chugach Electric Association, Inc. Loan Number: [●] Original Effective Date of Borrowing: Effective Date of Interest Election: The Amount of Borrowing*: * If different options are being elected with respect to different portions of the original Borrowing, indicate also the portion of the original Borrowing to be allocated to this Interest Election Request. Interest Rate Elected: m LIBO Borrowing m ABR Borrowing Interest Rate Elections Period if LIBO Borrowing is chosen: o 1-month LIBO o 2-month LIBO o 3-month LIBO o 6-month LIBO

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: 15 Revise to include then current Designated Borrowers organized under the laws of a jurisdiction other than the United States or Bermuda. EXHIBIT D-2 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE ADMINISTRATIVE QUESTIONNAIRE [DateNOTE TO DRAFTER: Obtain the appropriate form of Administrative Questionnaire from the representative of the Arranger or the Agency Management Officer working on the transaction and, in appropriate transactions, add a term for providing notice delivery information to a Person designated to receive notices that may contain material non-public information relating to AXIS Capital.] EXHIBIT E FORM OF SEVERAL LETTER OF CREDIT Issue Date Clean, Irrevocable Unconditional Letter of Credit No.: To Beneficiary: (Name) (Address) Dear Sir or Madam: The Bank banks and financial institutions set forth in Schedule 1 to this Several Letter of New York MellonCredit (the “Lenders”) have established through Xxxxx Fargo Bank, National Association, acting as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement administrative agent (as it may be amended or supplemented from time to timein such capacity, the “MLSA”Administrative Agent” and attorney-in-fact for the Lenders), by and among Federal Reserve Bank of New Yorkthis clean, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodianirrevocable, and the Primary Dealers party thereto. Terms defined unconditional (except as expressly otherwise stated herein) letter of credit (this “Letter of Credit”) in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto your favor as beneficiary (the “Subject BorrowerBeneficiary”), acting though [name ) at the request and for the account of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above [ ] (the “Subject CollateralAccount Party”) in full satisfaction for drawings up to [U.S. $ ] [Alternative Currency] effective immediately and expiring at the Administrative Agent’s address at 000 Xxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx, 00000, Attention International Operations, Standby Letters of Credit, NC 6034 (or any other office which may be designated by the Obligations secured thereby Administrative Agent by written notice delivered to you) no later than 5:00 p.m., Charlotte, North Carolina time, on (the “Subject ObligationsExpiration Date”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the such date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except may be extended as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated herebybelow). The Subject Borrower and Lenders severally undertake to promptly honor your sight draft(s) drawn on us, duly endorsed on the Applicable Primary Dealer party hereto each hereby consent reverse side thereof by the Beneficiary expressly specifying the Letter of Credit No. , for all or any part of this credit upon presentation of your draft drawn on us at the Administrative Agent’s office specified in the first paragraph hereof on a Business Day on or prior to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Expiration Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Section.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE Annex I EXHIBIT B [DateForm of Confirming Bank Agreement] The Bank [Letterhead of New York MellonIssuing Bank] , as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx 20 [Name of Confirming Bank] [Address] Ladies and Gentlemen: Reference is made to the Master Loan Third Amended and Security Restated Letter of Credit and Reimbursement Agreement dated as of December 11, 2003 (as it may be amended or amended, restated, supplemented from time to timeand otherwise modified and in effect on the date hereof, the “MLSACredit Agreement”), by among Lincoln National Corporation, the Subsidiary Account Parties party thereto, the Banks party thereto, and among Federal Reserve Bank of New YorkJPMorgan Chase Bank, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and Administrative Agent for the Primary Dealers party theretoBanks. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meanings. The Borrower identified undersigned is an Issuing Bank under the Credit Agreement but is not on the signature page hereto (date hereof a bank listed on the most current Bank List of banks approved by the NAIC. Accordingly, in order to be an “Subject Borrower”)NAIC Bank” for the purposes of the Credit Agreement, acting though [name of Primary Dealer], as its duly authorized agent, the undersigned hereby notifies requests that you of its election to exercise its Collateral Surrender Right be a Confirming Bank with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents undersigned for the purposes of the Credit Agreement and each Letter of Credit issued thereunder. By your signature below, you undertake that any draft drawn under and in strict compliance with the terms of any Letter of Credit issued under the Credit Agreement will be duly honored by you as if, and to the acceptance extent, you were the Issuing Bank under such Letter of Credit. Notwithstanding the Collateral set forth above foregoing, your liability under all Letters of Credit at any one time issued under the Credit Agreement shall be limited to an amount (the “Subject CollateralLiability Limit”) in full satisfaction equal to the Commitment of the Obligations secured thereby undersigned under the Credit Agreement in effect on the date hereof (an amount equal to $ ), as such Liability Limit may be increased after the “Subject Obligations”). Upon date hereof with your prior written consent by reason of an increase in the effectiveness of this Collateral Surrender in accordance with Section 13.3 Commitment of the MLSAundersigned under the Credit Agreement. In addition, you hereby irrevocably appoint and designate the Subject Borrower acknowledges that all Administrative Agent as your attorney-in-fact, acting through any duly authorized officer of its rightJPMCB, title to execute and interest deliver, at any time prior to the Commitment Termination Date in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of effect on the date of effectiveness this letter agreement, in your name and on your behalf each Letter of Credit to be confirmed by you in accordance herewith and with the Credit Agreement. You agree that, promptly upon the request of the Collateral Surrender contemplated herebyAdministrative Agent, you will furnish to the Administrative Agent such powers of attorney or other evidence as any beneficiary of any Letter of Credit may Exhibit B (Confirming Bank Agreement) reasonably request in order to demonstrate that the Administrative Agent has the power to act as attorney-in-fact for you in connection with the execution and delivery of such Letter of Credit. In consideration of the foregoing, the Subject Collateral is free undersigned agrees that if you shall make any LC Disbursement in respect of any Adverse ClaimLetter of Credit, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness regardless of the Collateral Surrender contemplated hereby identity of the account party of such Letter of Credit, the undersigned shall not (x) discharge any Obligation that the Subject Borrower may have reimburse you by paying to Lender pursuant you an amount equal to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 amount of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent LC Disbursement made by you, such payment to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of be made not later than noon, New York City time, on (i) the representations Business Day that the undersigned receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the undersigned receives such notice, if such notice is received on a day which is not a Business Day or is not received prior to 10:00 a.m., New York City time, on a Business Day. The undersigned’s obligations to reimburse you as provided in the foregoing sentence shall be absolute, unconditional and warranties irrevocable, and shall be performed strictly in accordance with the terms of this letter agreement under any and all circumstances whatsoever, and irrespective of any event or circumstance of the Subject Borrower type described in Section 2.04(b) of the Credit Agreement (or of any analogous event or circumstance relating to the undersigned). If any LC Disbursement is made by you, then, unless the undersigned shall reimburse the amount of such LC Disbursement to you in full on the date such LC Disbursement is made by you, the unpaid amount thereof shall bear interest, for each day from and including the Applicable Primary Dealer under date such LC Disbursement is made to but excluding the Lending Agreement date of reimbursement, at the rate per annum equal to (i) the Federal Funds Effective Rate to but excluding the date three Business Days after such LC Disbursement and (ii) from and including the rights of recourse against date three Business Days after such LC Disbursement, 2% plus the Subject Borrower Federal Funds Effective Rate. This letter agreement shall be governed by and construed in accordance with the Applicable Primary Dealer under Section 17.0 law of the MLSA as if State of New York. Exhibit B (Confirming Bank Agreement) Please indicate your acceptance of the Subject Obligations had been owed foregoing terms and conditions by signing the three enclosed copies of this letter agreement and returning (a) one such signed copy to the undersigned at the address indicated above, (b) one such purchasersigned copy to the Administrative Agent at JPMorgan Chase Bank, 0000 Xxxxxx Xxxxxx, 10th Floor, Houston, Texas 77002-8069, Attention Loan and Agency Department (Telecopy No. The undersigned Primary Dealer represents and warrants to Lender that (x000) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice 000-0000) and (yc) it has been duly authorized by one such signed copy to the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on Company at its address specified in Section 10.01 of the Subject Borrower’s behalfCredit Agreement. Very truly yours, [NAME OF PRIMARY DEALERISSUING BANK] By Title: AGREED AS AFORESAID: [NAME OF CONFIRMING BANK] By Title: Exhibit B (Confirming Bank Agreement) EXHIBIT C [Form of Subsidiary Joinder Agreement] [ ], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: 200[ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New YorkTo JPMorgan Chase Bank, as Lender 00 Xxxxxxx Administrative Agent 000 Xxxx Xxxxxx New YorkXxx Xxxx, NY 10045-0001 AttXxx Xxxx 00000 Each of the Banks party to the Credit Agreement referred to below Re: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Subsidiary Joinder Agreement Ladies and Gentlemen: Reference is made to the Master Loan Third Amended and Security Restated Letter of Credit and Reimbursement Agreement (as it may be amended or supplemented from time to time, the “MLSACredit Agreement”) dated as of December 11, 2003 among Lincoln National Corporation (the “Company”), by the Subsidiary Account Parties party thereto, the Banks party thereto and among Federal Reserve Bank of New YorkJPMorgan Chase Bank, as Lender, the Administrative Agent (the “Administrative Agent”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, Company and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower “Subject Subsidiary” (as identified on the signature page hereto (pages below), have executed and hereby deliver this Subsidiary Joinder Agreement, pursuant to Section 10.13(a) of the Credit Agreement, in order to designate the Subject Subsidiary as a Subsidiary Account Party to the Credit Agreement. Accordingly, the Company and the Subject Subsidiary hereby represent and warrant and agree that as of the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest Effective Date” (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectiondefined below):

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of New YorkYork (including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law, but otherwise without regard to conflicts of laws principles thereof). APPENDIX 5EXHIBIT F [Reserved] EXHIBIT G [Form of] PREPAYMENT OPTION NOTICE [Lenders] Re: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE DaVita HealthCare Partners Inc. [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement Credit Agreement, dated as of June 24, 2014 (as it may be amended, amended and restated, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”)) among DaVita HealthCare Partners Inc., by and among Federal Reserve Bank of New Yorka Delaware corporation, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto borrower (the “Subject Borrower”), acting though [name of Primary Dealer]the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in the Credit Agreement), the Lenders party thereto, JPMorgan Chase Bank, N.A., as its duly authorized agentAdministrative Agent and Collateral Agent, hereby notifies and the other agents party thereto. Borrower has provided us with notice pursuant to Section 2.11(e) of the Credit Agreement that it shall be making a prepayment of Tranche B Term Loans under the Credit Agreement. This Prepayment Option Notice constitutes an offer by the Borrower to prepay Tranche B Term Loans in the amount listed below on the 10th Business Day following the date hereof. Please notify the Administrative Agent in writing within [ ] days whether you of its election accept or decline this offer. Please note that failure to exercise its Collateral Surrender Right with respect respond to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the this notice shall be deemed an acceptance of the Collateral set forth above (the “Subject Collateral”prepayment offered to be repaid, as listed below. Pursuant to Section 2.11(e) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Credit Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of pay (i) to the representations and warranties relevant Tranche B Lenders the aggregate amount necessary to prepay that portion of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement outstanding relevant Term Loans in respects of which such Lenders have accepted prepayment and (ii) to the rights of recourse against Tranche A Lenders an amount equal to the Subject Borrower and the Applicable Primary Dealer under Section 17.0 portion of the MLSA as Tranche B Prepayment Amount not accepted by Tranche B Term Lenders, and such amount shall be applied to the prepayment of the Tranche A Term Loans; provided that if after the Subject Obligations had been owed application of amounts pursuant to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that clause (x) it has duly authorizedii), executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized any portion of the Tranche B Prepayment Amount not accepted by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yoursTranche B Term Loan Lenders shall remain, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may such amount shall be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Tranche B Term Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionon a pro rata basis.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. APPENDIX 512 Administrative Agent should consider whether this method conforms to its systems. In some circumstances, the following alternative language may be appropriate: “From and after the Effective Date, Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.” Exhibit B-5 Form of Assignment and Assumption EXHIBIT C FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE OF COMMITMENT INCREASE [Date] The Bank of New York MellonXXXXX FARGO BANK, NATIONAL ASSOCIATION, as Custodian and Administrator QSR Administration 000 Xxxxxxx Administrative Agent Houston Energy Group 0000 Xxxxxxxxx Xxxxxx, 4E New York0xx Xxxxx XXX X0000-000 Xxxxxxx, NY 10286 AttXX 00000 Attention: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx __________ Ladies and Gentlemen: Reference is made The undersigned, Western Gas Equity Partners, LP, refers to the Master Loan and Security Revolving Credit Agreement dated as of March 14, 2016 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms with terms defined in the MLSA Credit Agreement and not otherwise defined herein are being used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”)as therein defined) among Western Gas equity Partners, acting though [name of Primary Dealer]LP, as its duly authorized agentthe Borrower, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSAXxxxx Fargo Bank, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender thatNational Association, as of Administrative Agent, and the date of effectiveness of the Collateral Surrender contemplated herebyLenders and other Agents party thereto, the Subject Collateral is free of any Adverse Claimand hereby give you notice, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have irrevocably, pursuant to Section 17.0 2.09(a) of the MLSA or as a result of a breach Credit Agreement that the undersigned hereby request that the aggregate amount of the representation Lenders’ Commitments be increased and warranty set the CI Lenders agree to provide Commitments under the Credit Agreement, and in that connection sets forth in below the preceding paragraph (which representation and warranty shall survive effectiveness information relating to such proposed Commitment Increase as required by Section 2.09(a) of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionCredit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy 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. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonAugust 3, 2007 To the Lenders and the Administrative Agent c/o JPMorgan Chase Bank, N.A. as Custodian and Administrator QSR Administration Administrative Agent 000 Xxxxxxx XxxxxxXxxx Xxxxxx Xxx Xxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx XX 00000 Ladies and Gentlemen: Reference is made I am the General Counsel of Limited Brands, Inc., a Delaware corporation (the “Company”), and have acted on behalf of the Company and its subsidiaries in connection with the Amendment and Restatement Agreement (Term Loans) dated as of August 3, 2007 (the “Amendment and Restatement”) among the Company, the lenders listed on the signature pages thereof (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”) in respect of the Amended and Restated Term Loan Credit Agreement (the “Original Credit Agreement” and, as amended and restated pursuant to the Master Loan Amendment and Security Agreement (as it may be amended or supplemented from time to timeRestatement, the “MLSAAmended and Restated Credit Agreement”)) dated as of March 22,2006 among the Company, by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, the lenders and the Primary Dealers party theretoAdministrative Agent. Terms defined in the MLSA Amended and not otherwise defined herein Restated Credit Agreement are used herein with as therein defined. I, or individuals under my direction, have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. Based upon the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”)foregoing, acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect and subject to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance qualifications set forth below, I am of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender opinion that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Section:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. APPENDIX 5: Exhibit D to Credit Agreement FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonDESIGNATION LETTER __________, 20__ To Citibank, N.A., as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 AttAgent Attention: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made We make reference to the Master Loan and Security Five-Year Credit Agreement (as it may be amended or supplemented modified from time to time, the “MLSACredit Agreement”; the terms defined therein being used herein as therein defined) dated as of June 8, 2015 among PepsiCo, Inc., (the “Company”), by and among Federal Reserve Bank of New YorkCitibank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianAgent (the “Agent”), and the Primary Dealers banks party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto thereto (the “Subject BorrowerInitial Lenders”). The Company hereby designates [_______________] (the “Borrowing Subsidiary”), acting though a Subsidiary of the Company and a corporation duly incorporated under the laws of [name of Primary Dealer_______________], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # a Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 2.17 of the MLSACredit Agreement until such designation is terminated in accordance with said Section 2.17. The Borrowing Subsidiary hereby accepts the above designation and hereby expressly and unconditionally accepts the obligations of a Borrower under the Credit Agreement, adheres to the Subject Borrower acknowledges that all Credit Agreement and agrees and confirms that, upon your execution and return to the Company of its rightthe enclosed copy of this letter, title and interest in the Subject Collateral such Borrowing Subsidiary shall be transferred a Borrower for purposes of the Credit Agreement and agrees to Lenderbe bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as a Borrower. The Subject Borrower Borrowing Subsidiary hereby authorizes and empowers the Company to act as its representative and attorney-in-fact for the purposes of signing documents and giving and receiving notices (including notices of Borrowing under the Credit Agreement) and other communications in connection with the Credit Agreement and the transactions contemplated thereby and for the purposes of modifying or amending any provision of the Credit Agreement and further agrees that the Agent and each Lender may conclusively rely on the foregoing authorization. The Company hereby represents and warrants to the Agent and each Lender that, as of the date of effectiveness of the Collateral Surrender contemplated herebybefore and after giving effect to this Designation Letter, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties set forth in Section 4.01 of the Subject Borrower Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct on the Applicable Primary Dealer under Effective Date as if made on and as of the Lending Agreement date hereof and (ii) the rights of recourse against the Subject Borrower no Default has occurred and the Applicable Primary Dealer under Section 17.0 is continuing. The Borrowing Subsidiary represents and warrants that each of the MLSA representations and warranties set forth in Section 4.01(a) (as if the Subject Obligations had been owed reference therein to such purchaserNorth Carolina were a reference to its jurisdiction of organization), (b), (c) and (d) of the Credit Agreement are true as if each reference therein to the Company were a reference to the Borrowing Subsidiary and as if each reference therein to the Loan Documents were a reference to this Designation Letter and the Note, if any, executed by the Borrowing Subsidiary in connection herewith. The undersigned Primary Dealer represents Borrowing Subsidiary is hereby aware that this Designation Letter, the Credit Agreement and warrants the Notes, if any, shall be governed by, and construed in accordance with, the laws of the State of New York. The Borrowing Subsidiary hereby submits to Lender the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Designation Letter, the Credit Agreement or the transactions contemplated thereby. The Borrowing Subsidiary irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it any such proceeding brought in such a court has been duly authorized brought in an inconvenient forum. The Borrowing Subsidiary further agrees that service of process in any such action or proceeding brought in New York may be made upon it by service upon the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice at the “Address for Notices” specified below its name on the Subject Borrower’s behalfsignature page to this Designation Letter. Very truly yoursWithout limiting the foregoing, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth Borrowing Subsidiary joins in the table above submission, agreements, waivers and consents in Section 8.11 and 8.12 of the Credit Agreement. PEPSICO, INC. By: Name: Title: PEPSICO, INC. By: Name: Title: [NAME OF BORROWERBORROWING SUBSIDIARY] By: [ ] ADDRESS OF BORROWERName: [ ] ccTitle: Federal Reserve Bank of New YorkAddress for Notices: ACCEPTED CITIBANK, N.A., as Lender 00 Xxxxxxx Xxxxxx New YorkAgent By _________________________________________ Title: Exhibit E to Credit Agreement FORM OF TERMINATION LETTER To Citibank, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New YorkN.A., as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 AttAgent Attention: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made We make reference to the Master Loan and Security Five-Year Credit Agreement (as it may be amended or supplemented modified from time to time, the “MLSACredit Agreement”; the terms defined therein being used herein as therein defined) dated as of June 8, 2015 by and among PepsiCo, Inc. (the “Company”), by and among Federal Reserve Bank of New YorkCitibank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianAgent, and the Primary Dealers banks party thereto. Terms defined The Company hereby terminates the status as a Borrowing Subsidiary of [______________], a corporation incorporated under the laws of [_______________], in accordance with Section 2.17 of the MLSA and not otherwise defined herein are used herein with Credit Agreement, effective as of the same meaningsdate of receipt of this notice by the Agent. The Borrower identified undersigned hereby represents and warrants that all principal of and interest on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness any Advance of the Loan Prepayment contemplated hereby above-referenced Borrowing Subsidiary and all other amounts payable by such Borrowing Subsidiary pursuant to the Credit Agreement have been paid in full on or prior to the date hereof. Notwithstanding the foregoing, this Termination Letter shall not (x) affect any right obligation which by the terms of recourse against the Borrower that Lender may have pursuant to SectionCredit Agreement survives termination thereof. PEPSICO, INC. By: Name: Title:

General Provisions. This Assignment and Assumption shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. APPENDIX 5: [FORM OF] OPINION OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE BORROWER’S COUNSEL [DateSee attached] The Bank Form of New York MellonOpinion of Internal Counsel November 1, 2015 To the Lenders party to the Five-Year Credit Agreement referred to below and to JPMorgan Chase Bank, N.A., as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 AttAdministrative Agent under the Credit Agreement Re: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Hewlett Packard Enterprise Company — Five-Year Credit Agreement Ladies and Gentlemen: Reference I am Senior Vice President, Deputy General Counsel and Assistant Secretary of Hewlett Packard Enterprise Company, a Delaware corporation (the “Borrower”). This opinion is made being delivered to you pursuant to Section 4.01(c) of the Master Loan and Security Agreement Five-Year Credit Agreement, dated as of November 1, 2015 (as it may be amended or supplemented the “Agreement”), among the Borrower, the lending institutions from time to time, time party thereto (the “MLSALenders”), by and among Federal Reserve Bank of New YorkJPMorgan Chase Bank, N.A., as Lenderadministrative processing agent and co-administrative agent for the Lenders (the “Administrative Agent”) and Citibank, The Bank N.A., as co-administrative agent. Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement. In that connection, I have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of this opinion, including (i) the Agreement, (ii) the Certificate of Incorporation of the Borrower, (iii) the Bylaws of the Borrower and (iv) the unanimous written consent of the Board of Directors of the Borrower, dated September 17, 2015. I have also examined such other documents as I have considered necessary to examine in order to give the opinions set forth herein. In rendering my opinion, I have assumed the due authorization, execution and delivery of the Agreement by all parties thereto other than the Borrower; the genuineness and authenticity of all signatures on original documents by all parties thereto other than the Borrower; the authenticity of all documents submitted to me as originals; the conformity to originals of all documents submitted to me as copies; the accuracy, completeness and authenticity of certificates of public officials; that you have received all documents you were to receive under the Agreement; and that the Agreement and the documents and agreements executed and delivered in connection therewith are the only agreements relating to the rights and obligations of the parties under the Agreement. As to certain questions of fact material to such opinions, I have relied, when relevant facts were not independently established by me, upon certificates of public officials. I am a member of the bar of the States of New York Mellon, as Administrator, The Bank and of New York Mellon, as Custodian, and the Primary Dealers party theretoTexas. Terms defined in the MLSA and not otherwise defined herein My opinions are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right expressed only with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance federal laws of the Collateral set forth above (the “Subject Collateral”) in full satisfaction United States of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSAAmerica, the Subject Borrower acknowledges that all law of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank State of New York Mellonand the General Corporation Law of the State of Delaware. I assume no obligation to revise or supplement any of these opinions should such laws be changed by legislative action, judicial decision or otherwise. I express no opinion as Administrator QSR Administration 000 Xxxxxxx Xxxxxxto whether the laws of any particular jurisdiction apply, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made no opinion to the Master Loan and Security Agreement (extent that the laws of any jurisdiction other than those identified above are applicable to the subject matter hereof. My opinions are limited to the facts as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, they presently exist. I express no opinion as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodianto, and disclaim any undertaking or obligation to update any of these opinions in respect of, changes of circumstances or events that occur subsequent to the Primary Dealers party theretodate hereof. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified Based on the signature page hereto (foregoing and subject to the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as qualifications set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrowerherein, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness I am of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionopinion as follows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonEXHIBIT F EXTENSION AGREEMENT JPMorgan Chase Bank, N.A., Citibank, N.A. and Xxxxx Fargo Bank, National Association, as Custodian and Administrator QSR Administration 000 Xxxxxxx XxxxxxAdministrative Agents c/o Citibank, 4E N.A., as Servicing Agent 0000 Xxxxx Xxxx, Building #3 New YorkCastle, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Delaware 19720 Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (Effective as it may be amended or supplemented from time to timeof [date], the undersigned hereby agrees to extend its Commitment and Termination Date under the Credit Agreement dated as of May 4, 2012 among The Clorox Company (the “MLSABorrower”), by the banks party thereto, JPMorgan Chase Bank, N.A., Citibank, N.A. and among Federal Reserve Bank of New YorkXxxxx Fargo Bank, National Association, as LenderAdministrative Agents, The Bank of New York Mellonand Citibank, N.A., as Administrator, The Bank Servicing Agent (the “Credit Agreement”) for one year to [date to which its Termination Date is to be extended] pursuant to Section 2.01(b) of New York Mellon, as Custodian, and the Primary Dealers party theretoCredit Agreement. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein as therein defined. This Extension Agreement shall be construed in accordance with and governed by the law of the State of New York. This Extension Agreement may be signed in any number of counterparts, each of which shall be an original, with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA effect as if the Subject Obligations had been owed to such purchasersignatures thereto and hereto were upon the same instrument. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above BANK] By: Name: Title: NAME OF BORROWERAgreed and Accepted: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New YorkTHE CLOROX COMPANY, as Lender 00 Xxxxxxx Xxxxxx New YorkBorrower By: Title: JPMORGAN CHASE BANK, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New YorkN.A., as Lender 00 Xxxxxxx Xxxxxx New YorkAdministrative Agent By: Title: CITIBANK, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York MellonN.A., as Administrator QSR Administration 000 Xxxxxxx XxxxxxAdministrative Agent By: Title: XXXXX FARGO BANK, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York MellonNATIONAL ASSOCIATION, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionAdministrative Agent By:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of EXHIBIT B New York MellonMenlo Park Washington DC London Paris Madrid Tokyo Beijing Hong Kong Xxxxx Xxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 000 000 0000 tel 000 000 0000 fax July [ • ], 2011 To the Lenders and the Administrative Agent c/o JPMorgan Chase Bank, N.A., as Custodian and Administrator QSR Administration Administrative Agent 000 Xxxxxxx Xxxxxx, 4E New York00xx Xxxxx Xxx Xxxx, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx XX 00000 Ladies and Gentlemen: Reference is made We have acted as special New York counsel for Limited Brands, Inc., a Delaware corporation (the “Company”), in connection with the Amendment and Restatement Agreement dated as of the date hereof (the “Amendment and Restatement”) in respect of the Amended and Restated Five-Year Revolving Credit Agreement (the “Existing Revolving Credit Agreement” and, as amended and restated pursuant to the Master Loan Amendment and Security Agreement (as it may be amended or supplemented from time to timeRestatement, the “MLSAAmended and Restated Revolving Credit Agreement”) dated as of March 8, 2010 among the Company, the lenders party thereto on the date hereof (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA Amended and Restated Revolving Credit Agreement and not otherwise defined herein are used herein with as therein defined. We have reviewed an executed copy of the same meaningsAmendment and Restatement. The Borrower We have also examined originals or copies, certified or otherwise identified on to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. Based upon the signature page hereto (the “Subject Borrower”)foregoing, acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect and subject to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance qualifications set forth below, we are of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender opinion that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Section:

General Provisions. This Borrower Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Borrower Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Borrower Assignment and Assumption by telecopy facsimile or other electronic 11 Select as appropriate. 12 TBD transmission shall be effective as delivery of a manually executed counterpart of this Borrower Assignment and Assumption. This Borrower Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: Exhibit C [Exhibits A, E-1, E-2 and I to Amended and Restated Credit Agreement – see attached] EXHIBIT A FORM OF COLLATERAL SURRENDER ASSIGNMENT AND ACCEPTANCE NOTICE ASSUMPTION This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Datethe][each]1 Assignor identified in item 1 below ([the][each, an] The Bank “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 New York Mellon, as Custodian [the Assignors][the Assignees]3 hereunder are several and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Master Loan and Security Credit Agreement identified below (as it may be amended or supplemented from time to timeamended, the “MLSACredit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and among Federal Reserve Bank Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of New Yorkthis Assignment and Assumption as if set forth herein in full. For an agreed consideration, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian[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 Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary DealerAssignor][the respective Assignors], as its duly authorized agent, hereby notifies you of its election subject to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender and in accordance with Section 13.3 of the MLSA, Standard Terms and Conditions and the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender thatCredit Agreement, as of the date of effectiveness of Effective Date inserted by the Collateral Surrender Administrative Agent as contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of below (i) all of [the representations Assignor’s][the respective Assignors’] rights and warranties of the Subject Borrower and the Applicable Primary Dealer obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Lending Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all the outstanding rights and obligations under the applicable credit facility 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 of recourse against and obligations sold and assigned pursuant to clause (i) above (the Subject Borrower rights and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed obligations sold and assigned by [the][any] Assignor to such purchaser. The undersigned Primary Dealer represents and warrants [the][any] Assignee pursuant to Lender that clauses (xi) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (yii) it has been duly authorized by the Subject Borrower above being referred to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, herein collectively as [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ the][an] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSAAssigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealerthe][any] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionAssignor.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX , without regard to conflicts of law provisions (other than Sections 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank -1401 and 5-1402 of the New York MellonGeneral Obligations law). Exhibit G Additional Guarantor Supplement Date: __________, 20__ To: Alcentra Capital Corporation, as Custodian Agent under, and Administrator QSR Administration 000 Xxxxxxx Xxxxxxthe Lenders party to, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx the Loan Agreement described below Ladies and Gentlemen: Reference is made to the Master Loan Agreement, dated as of July 20, 2016, by and Security Agreement among Lxxxxxx Facility Services LLC, a Delaware limited liability company (the “Borrower”), Lxxxxxx Holdings LLC, a Delaware limited liability company (the “Parent”), the other Guarantors party thereto, the Lenders party thereto, and Alcentra Capital Corporation, a Maryland corporation, as Agent (as it may be amended amended, restated, modified or supplemented from time to time, the “MLSALoan Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Loan Agreement. The undersigned, [Insert Name of Guarantor], a(n) ________ ___________, hereby elects to be a “Guarantor” for all purposes of the Loan Agreement, effective from the date hereof. The undersigned confirms that the representations and warranties set forth in Section 5 of the Loan Agreement are true and correct (or in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as to the undersigned to the extent applicable to it as of the date hereof (unless such representations and warranties related to an earlier specified date, in which case they are true and correct (or in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date) and the undersigned shall comply with each of the covenants set forth in Section 6 of the Loan Agreement applicable to it. Without limiting the generality of the foregoing, the undersigned hereby agrees to perform all the obligations of a Guarantor under, and to be bound in all respects by the terms of, the Loan Agreement, including without limitation Section 11 thereof, to the same extent and among Federal Reserve Bank with the same force and effect as if the undersigned were a signatory party thereto. The undersigned acknowledges that this Additional Guarantor Supplement shall be effective upon its execution and delivery by the undersigned to the Agent, and it shall not be necessary for the Agent or any Lender, or any of their Affiliates entitled to the benefits hereof, to execute this Additional Guarantor Supplement or any other acceptance hereof. This Additional Guarantor Supplement shall be construed in accordance with and governed by the laws of the State of New York, as Lender, The Bank without regard to conflicts of law provisions (other than Sections 5-1401 and 5-1402 of the New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”General Obligations law), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity Insert Name of Guarantor] By Name Title Acknowledged and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New YorkAgreed Alcentra Capital Corporation, as Agent By Name Title Schedule 1 Loans Name and Payment Address of Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Loan Closing Fee Alcentra Capital Corporation 200 Xxxx Xxxxxx, 4E New York0xx Xxxxx Xxx Xxxx, NY 10286 AttXX 00000 $13,000,000 $260,000 Total: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Section$13,000,000.00 $260,000 Schedule 1-A Capital Leases

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: REVOLVING CREDIT AGREEMENT EXHIBIT B FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonCOMPLIANCE CERTIFICATE Key Bank, National Association as Custodian and Administrator QSR Administration Administrative Agent 000 Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx, 4E New YorkXX 00000 Attn: Xx. Xxxxxxxxxxx Xxxx RE: HIGHLAND CAPITAL MANAGEMENT L.P. and NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx L.P. Compliance Certificate for through Dear Ladies and Gentlemen: Reference This Compliance Certificate is made with reference to the Master Loan and Security that certain Revolving Credit Agreement dated as of April , 2016 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by among HIGHLAND CAPITAL MANAGEMENT L.P. and among Federal Reserve Bank of New YorkNEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P. (the “Borrower”), the financial institutions party thereto, as Lenderlenders, The Bank of New York Mellonand KeyBank, National Association, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretoAdministrative Agent. Terms defined All capitalized terms used in the MLSA this Compliance Certificate (including any attachments hereto) and not otherwise defined in this Compliance Certificate shall have the meanings set forth for such terms in the Credit Agreement. All Section references herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect shall refer to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower Credit Agreement. I hereby consents to certify that I am the acceptance [ ] of HIGHLAND CAPITAL MANAGEMENT L.P. and NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P., and that I make this Certificate on behalf of the Collateral set forth above (the “Subject Collateral”) in full satisfaction Borrower. I further represent and certify on behalf of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as follows as of the date of effectiveness this Compliance Certificate: I have reviewed the terms of the Collateral Surrender contemplated herebyLoan Documents and have made, the Subject Collateral is free of any Adverse Claimor have caused to be made under my supervision, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness a review in reasonable detail of the Collateral Surrender contemplated hereby shall not transactions and consolidated and consolidating financial condition of the Borrower and its Subsidiaries, during the accounting period (xthe “Reporting Period”) discharge any Obligation that covered by the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have financial reports delivered simultaneous herewith pursuant to Section 17.0 5.01[(a)][(b)], and that such review has not disclosed the existence during or at the end of such Reporting Period (and that I do not have knowledge of the MLSA existence as at the date hereof) of any condition or as event which constitutes a result Default or Event of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionDefault.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. [Signature page follows.] Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10045XX 00000-0001 0000 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10045XX 00000-0001 0000 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, Borrower hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionSection 17.0 of the MLSA or (y) discharge any other Obligation that the Borrower may have to Lender pursuant to the MLSA. The undersigned Primary Dealer represents and warrants to Lender that it has been duly authorized by the Subject Borrower to execute and deliver this Loan Prepayment notice on the Subject Borrower’s behalf. [Signature page follows.] Very truly yours, [NAME OF PRIMARY DEALER], as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: EXHIBIT B ASSUMPTION AGREEMENT Reference is made to the Master Loan Third Amended and Security Restated Credit Agreement dated as of September 9, 2016 (as it may be amended or supplemented from time to timeand in effect on the date hereof, the “MLSACredit Agreement”), by among National Gas Fuel Company, the Lenders named therein and among Federal Reserve Bank of New YorkJPMorgan Chase Bank, National Association, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and Administrative Agent for the Primary Dealers party theretoLenders. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meanings. The Borrower identified on Assuming Lender named below, effective as of the signature page hereto Commitment Increase Date set forth below, hereby (i) agrees to become a Lender under the Credit Agreement, (ii) assumes all the rights and obligations of a Lender under the Credit Agreement, and (iii) confirms that its Multi-Year Facility Commitment as of the Commitment Increase Date shall be in the amount and percentage set forth below (the “Subject BorrowerCommitment Increase”). The Assuming Lender hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Commitment Increase Date, acting though the Assuming Lender shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Commitment Increase, have the rights and obligations of a Lender thereunder. This Assumption Agreement is being delivered to the Administrative Agent together with (i) if the Assuming Lender is a Non-U.S. Lender, any documentation required to be delivered by the Assuming Lender pursuant to Section 2.15(e) of the Credit Agreement, duly completed and executed by the Assuming Lender, and (ii) an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assuming Lender. This Assumption Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the principles of conflicts of law thereof (other than Section 5-1401 of the New York General Obligations Law). Assumption Date: Legal Name of Assuming Lender: Assuming Lender’s Address for Notices: Effective Date of Commitment Increase (“Commitment Increase Date”): Facility Principal Amount of Commitment Increase Percentage of Commitment (set forth, to at least 8 decimals, the Commitment Increase as a percentage of the aggregate Commitments of all Lenders under the Credit Agreement) Multi-Year Facility Commitment of Assuming Lender: $ % The terms set forth above are hereby agreed to: [name Name of Primary DealerAssuming Lender], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following LoanLender By: Loan Identification # Borrower Name Collateral (CUSIP’s) ___________________________________ Name: Title: The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each undersigned hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA within assumption: National Fuel Gas Company JPMorgan Chase Bank, National Association, as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above Administrative Agent By: ____________________________ By: _____________________________________ Name: Name: Title: NAME OF BORROWERTitle: [ ] ADDRESS OF BORROWER: [ ] cc: EXHIBIT C-1 U.S. TAX CERTIFICATE (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Income Tax Purposes) Reference is hereby made to the Master Loan Third Amended and Security Restated Credit Agreement dated as of September 9, 2016 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by and among Federal Reserve Bank of National Fuel Gas Company, a New YorkJersey corporation (the "Borrower"), the Lenders party thereto, and JPMorgan Chase Bank, National Association, as Lenderadministrative agent for the Lenders (in such capacity, the "Administrative Agent"). Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The Bank undersigned has furnished the Administrative Agent and the Borrower with a certificate of New York Mellonits non-U.S. Person status on IRS Form W-8BEN-E or IRS Form W-8BEN. By executing this certificate, as Administratorthe undersigned agrees that (1) if the information provided on this certificate changes, The Bank of New York Mellon, as Custodianthe undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the Primary Dealers party theretoundersigned 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. Terms Unless otherwise defined herein, terms defined in the MLSA Credit Agreement and not otherwise defined herein are used herein with shall have the same meaningsmeanings given to them in the Credit Agreement. The Borrower identified on [NAME OF LENDER] By:_________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT C-2 U.S. TAX CERTIFICATE (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the signature page hereto Third Amended and Restated Credit Agreement dated as of September 9, 2016 (as amended, supplemented or otherwise modified from time to time, the “Subject BorrowerCredit Agreement”), acting though [name of Primary Dealer]by and among National Fuel Gas Company, a New Jersey corporation (the "Borrower"), the Lenders party thereto, and JPMorgan Chase Bank, National Association, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its duly authorized agent, hereby notifies you participating Lender with a certificate of its election non-U.S. Person status on IRS Form W-8BEN-E or IRS Form W-8BEN. 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 prepay be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By:______________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT C-3 U.S. TAX CERTIFICATE (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Credit Agreement dated as of September 9, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among National Fuel Gas Company, a New Jersey corporation (the "Borrower"), the Lenders party thereto, and JPMorgan Chase Bank, National Association, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following Loans forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E or IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By:______________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT C-4 U.S. TAX CERTIFICATE (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Credit Agreement dated as set forth below of September 9, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among National Fuel Gas Company, a New Jersey corporation (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest "Borrower"), the Lenders party thereto, and JPMorgan Chase Bank, National Association, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) The Subject Borrowerits direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), acting through [name (iii) with respect to the extension of Primary Dealer] as credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its duly authorized agent, hereby acknowledges that effectiveness direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Loan Prepayment contemplated hereby shall not Code, (xiv) affect any right none of recourse against its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that Lender may is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or IRS Form W-8BENor (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E or IRS Form W-8BENfrom 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, and (2) the undersigned shall have pursuant 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 Sectionbe 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[ ]

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE Subsidiary Borrower Designation EXHIBIT G [DateForm of Subsidiary Borrower Designation] The Bank of New York MellonSUBSIDIARY BORROWER DESIGNATION _____________, 20__ To JPMorgan Chase Bank, N.A., as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E Administrative Agent 270 Park Avenue New York, NY 10286 AttNew York 10017 Attention: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx _________________ Xx: Xxxxxxxxxy Borrower Designation Ladies and Gentlemen: Reference is made to the Master Loan and Security Credit Agreement (the "Credit Agreement") dated as it may be amended or supplemented from time to timeof May 19, 2006 among Pitney Bowes Inc. (the "Company"), the “MLSA”Subsidiary Borrowers party thereto, xxx Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the "Administrative Agent"). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. The Company hereby designates [________] (the "Subject Subsidiary"), by a Subsidiary of the Company and among Federal Reserve Bank a [corporation] duly organized under the laws of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer________], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # a Subsidiary Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 11.13(a) of the MLSACredit Agreement until such designation is terminated in accordance with Section 11.13(c). The Subject Subsidiary hereby accepts the above designation and hereby expressly and unconditionally accepts the obligations of a Subsidiary Borrower under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, upon your execution and return to the Company of the enclosed copy of this Subsidiary Borrower Designation, it shall be a Subsidiary Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as a Subsidiary Borrower. Pursuant to Section 11.17 of the Credit Agreement, the Subject Subsidiary hereby authorizes and empowers the Company to act as its representative and attorney-in-fact for the purposes of signing documents and giving and receiving notices (including notices of extensions of credit under the Credit Agreement) and other communications in connection with the Credit Agreement and the transactions contemplated thereby and for the purposes of amending, waiving or otherwise modifying any provision of the Credit Agreement and the other Loan Documents and further Subsidiary Borrower acknowledges Designation agrees that the Administrative Agent and each Bank may conclusively rely on the foregoing authorization. The Company hereby confirms and agrees that after giving effect to this Subsidiary Borrower Designation the Guarantee of the Company contained in Section 12 of the Credit Agreement shall apply to all of its right, title and interest in the obligations of the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created Subsidiary under the Lending Credit Agreement. The Subject Borrower Subsidiary hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionwarrants:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: [FORM OF] OPINION OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE XXXXX X. XXXXXX, ESQ., GENERAL COUNSEL OF THE COMPANY [Effective Date] The Bank of New York MellonTo the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, N.A., as Custodian and Administrator QSR Administration Administrative Agent 000 Xxxxxxx XxxxxxXxxx Xxxxxx Xxx Xxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Xxx Xxxx 00000 Ladies and Gentlemen: Reference is made to I am General Counsel of Automatic Data Processing, Inc. (the Master Loan “Company”), and Security have acted as counsel for the Company in connection with the 364-Day Credit Agreement dated as of June 25, 2008 (as it may be amended or supplemented the “Credit Agreement”), among the Company, the Borrowing Subsidiaries from time to time, time party thereto (the Company and the Borrowing Subsidiaries being collectively called the “MLSABorrowers”), by the Lenders from time to time party thereto, and among Federal Reserve Bank of New YorkJPMorgan Chase Bank, N.A., as Lender, The Bank Administrative Agent. This opinion is being delivered to you pursuant to Section 4.01(b) of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretoCredit Agreement. Terms Capitalized terms used but not defined herein have the meanings assigned to them in the MLSA Credit Agreement. In that connection, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such corporate records and not otherwise defined herein are used herein with other documents as I have deemed necessary or appropriate for purposes of this opinion, including (i) the same meaningsCredit Agreement, (ii) the Certificate of Incorporation of the Company and each other Borrower, (iii) the By-laws of the Company and each other Borrower and (iv) resolutions adopted by the Board of Directors of the Company and each other Borrower. The Borrower identified on the signature page hereto (the “Subject Borrower”)I have also relied, acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSAcertain factual matters, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) on the representations and warranties of the Subject Borrower and Company contained in the Applicable Primary Dealer under the Lending Credit Agreement and (ii) have assumed compliance by the rights of recourse against Borrowers with the Subject Borrower and the Applicable Primary Dealer under Section 17.0 terms of the MLSA as if Credit Agreement. In rendering my opinion, I have assumed the Subject Obligations had been owed to such purchaserdue authorization, execution and delivery of the Credit Agreement by all parties thereto other than the Borrowers. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice Based on the Subject Borrower’s behalf. Very truly yoursforegoing, [NAME OF PRIMARY DEALER], in its individual capacity and I am of opinion as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionfollows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT L FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [LETTER OF CREDIT REPORT Date] : , 20__ To: The Bank of New York MellonNova Scotia, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Administrative Agent Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement that certain First Lien Credit Agreement, dated as of July 7, 2014 (as it may be amended amended, restated, extended, supplemented or supplemented otherwise modified in writing from time to time, the “MLSACredit Agreement”), by and among Federal Reserve Bank Liberty Cablevision of New YorkPuerto Rico LLC, as Lendera limited liability company organized under the laws of Puerto Rico (the “Borrower”), the Guarantors party thereto from time to time, The Bank of New York MellonNova Scotia, as AdministratorAdministrative Agent, The Bank of New York Melloneach lender from time to time party thereto and Scotiabank De Puerto Rico, as Custodian, L/C Issuer and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Swing Line Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral This report is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have being delivered pursuant to Section 17.0 2.03(n) of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby)Credit Agreement. The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set Set forth in the table above below is a description of each 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 BANK OF NOVA SCOTIA By: Name: Title: NAME EXHIBIT M FORM OF BORROWERADDITIONAL FACILITY JOINDER AGREEMENT43 To: [ ] ADDRESS OF BORROWERas Administrative Agent [ ] as Collateral Agent From: The financial institutions listed in Schedule 1 as lenders (the “Additional Facility Lenders”) Date: [ ] ccRe: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer[ ], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Section

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE [On file with the Administrative Agent] Exhibit N FORM OF COLLATERAL SURRENDER LENDER ASSIGNMENT AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: ASSUMPTION Reference is made to the Master Term Loan and Security Agreement Credit Agreement, dated as of June 28, 2018 (as it may be amended or supplemented from time to time, the “MLSACredit Agreement,” the terms defined therein being used herein as therein defined), among AHP Health Partners, Inc., a Delaware corporation (the “Borrower”), by and among Federal Reserve Bank of New YorkArdent Health Partners, LLC, a Delaware limited liability company, as LenderParent, The the Guarantors identified therein, the Lenders identified therein and Barclays Bank of New York MellonPLC, as Administrator, The Bank of New York Mellon, as Custodian, Administrative Agent and the Primary Dealers party other parties thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower Assignor identified on the signature page Schedule I hereto (the “Subject BorrowerAssignor”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to ) and the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above Assignee identified on Schedule I hereto (the “Subject CollateralAssignee”) in full satisfaction of agree as follows: The Assignor hereby irrevocably sells and assigns to the Obligations secured thereby (Assignee without recourse to the “Subject Obligations”). Upon Assignor, and the effectiveness of this Collateral Surrender in accordance with Section 13.3 of Assignee hereby irrevocably purchases and assumes from the MLSA, Assignor without recourse to the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender thatAssignor, as of the date of effectiveness of the Collateral Surrender contemplated herebyEffective Date (as defined below), the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations interest described in Schedule I hereto in and warranties of to the Subject Borrower Assignor’s rights and the Applicable Primary Dealer obligations under the Lending Credit Agreement with respect to those credit facilities contained in the Credit Agreement as are set forth on Schedule I hereto (individually, an “Assigned Facility”; collectively, the “Assigned Facilities”), in a principal amount for each Assigned Facility as set forth on Schedule I hereto and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights of recourse against and obligations sold and assigned pursuant to clause (i) above (the Subject Borrower rights and obligations sold and assigned by the Applicable Primary Dealer under Section 17.0 of Assignor to the MLSA as if the Subject Obligations had been owed Assignee pursuant to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that clauses (xi) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (yii) it has been duly authorized above being referred to herein collectively as the “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionAssignor.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: (to the Amended and Restated Credit Agreement) FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank OPINION OF IN-HOUSE COUNSEL FOR THE BORROWER June 27, 2014 To each of New York Mellonthe Lenders and LC Issuing Banks party to the Credit Agreement referred to below and to Xxxxx Fargo Bank, National Association, as Custodian Administrative Agent and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Swingline Lender thereunder Ladies and Gentlemen: Reference This opinion is made furnished to you pursuant to Section 3.01(a)(v) of the Master Loan Amended and Security Agreement Restated Credit Agreement, dated as of June 27, 2014 (as it may be amended or supplemented from time to time, the “MLSACredit Agreement”), by among Nevada Power Company (the “Borrower”), the Lenders and among Federal Reserve Bank of New YorkLC Issuing Banks party thereto and Xxxxx Fargo Bank, National Association, as Administrative Agent and Swingline Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein as therein defined. I am an Associate General Counsel for NV Energy, Inc., direct parent of the Borrower, and have acted as counsel to the Borrower in connection with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”)preparation, acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance execution and delivery of the Collateral set forth above Credit Agreement and the other Loan Documents (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”as defined below). Upon I am generally familiar with the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSABorrower’s corporate history, the Subject Borrower acknowledges that all of its rightproperties, title operations and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents charter (including amendments, restatements and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated herebysupplements thereto). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorizedIn connection with this opinion, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yoursI, [NAME OF PRIMARY DEALER]or attorneys over whom I exercise supervision, in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionexamined:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT D - FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE OPINION OF COUNSEL FOR THE BORROWER [Effective Date] The Bank To: Each of New York Mellonthe parties to the Amended and Restated Five Year Credit Agreement dated as of June 18, 2018 (the “Credit Agreement”) by and among ManpowerGroup Inc., the banks, financial institutions and other institutional lenders listed on the signature pages thereof as lenders (the “Initial Lenders”), the banks listed on the signature pages thereof as issuing banks (the “Initial Issuing Banks”, and together with the Initial Lenders, the “Initial Lender Parties”) and Citibank, N.A., as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx agent for the Lender Parties (the “Agent”). Dear Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement We have acted as counsel for ManpowerGroup Inc. (as it may be amended or supplemented from time to time, the “MLSABorrower”), ) in connection with the execution and delivery by and among Federal Reserve Bank the Borrower of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, the Credit Agreement and the Primary Dealers party theretoNotes dated June 18, 2018 executed by the Borrower in favor of each Lender which has requested a Note. Terms This opinion is provided to you at the request of the Borrower pursuant to Section 3.01(h)(iv) of the Credit Agreement. The Credit Agreement, together with the Notes, are sometimes referred to herein collectively as the “Transaction Documents.” Except as otherwise indicated herein, capitalized terms in this opinion are used as defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Credit Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of As counsel for the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may we have pursuant to Sectionexamined:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Approved Electronic Platform shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT B [Intentionally Omitted] EXHIBIT C FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE BORROWING BASE CERTIFICATE [DateAttached] EXHIBIT D [FORM OF] COMPLIANCE CERTIFICATE TIMKENSTEEL CORPORATION To: The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made Lenders parties to the Master Loan Credit Agreement Described Below This Compliance Certificate (this “Certificate”) is furnished pursuant to that certain Third Amended and Security Agreement Restated Credit Agreement, dated as of October 15, 2019 (as it may be amended amended, modified, renewed or supplemented extended from time to time, the “MLSAAgreement”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto TimkenSteel Corporation (the “Subject Borrower”), acting though [name of Primary Dealer]the other Loan Parties, the Lenders party thereto and JPMorgan Chase Bank, N.A., as its duly authorized agentAdministrative Agent for the Lenders. Unless otherwise defined herein, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to capitalized terms used in this Compliance Certificate have the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest meanings ascribed thereto in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionTHE UNDERSIGNED HEREBY CERTIFIES THAT:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM EXHIBIT B OPINION OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonCOUNSEL FOR THE BORROWER May 8, 2007 To the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, N.A., as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E Administrative Agent 270 Park Avenue New York, NY 10286 AttNew York 10017 Dear Sirs: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies We hxxx xxxxx xx xxxxxxx xxx Xxxxxx, Xxx., x Nebraska corporation (the "BORROWER"), in connection with the Amended and Gentlemen: Reference is made to Restated Credit Agreement dated as of May 8, 2007 (the Master Loan and Security Agreement (as it may be amended or supplemented from time to time"CREDIT AGREEMENT"), among the Borrower, the “MLSA”)banks and other financial institutions identified therein as Lenders, by and among Federal Reserve Bank of New YorkJPMorgan Chase Bank, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretoAdministrative Agent. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meanings. The Borrower We have examined originals or copies, certified or otherwise identified on to my/our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. In our examination, we have assumed the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance genuineness of the Collateral set forth above (signatures of Persons signing the “Subject Collateral”) in full satisfaction Credit Agreement, the authority of such Persons signing on behalf of the Obligations secured thereby parties thereto (other than the “Subject Obligations”Borrower) and the due authorization, execution and delivery of all documents by the parties thereto (other than the Borrower). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 basis of the MLSAforegoing, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as we are of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionopinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonEXHIBIT F EXTENSION AGREEMENT JPMorgan Chase Bank, N.A., Citibank, N.A. and Xxxxx Fargo Bank, National Association, as Custodian and Administrator QSR Administration 000 Xxxxxxx XxxxxxAdministrative Agents c/o JPMorgan Chase Bank, 4E New YorkN.A., NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx as Servicing Agent [Address] Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (Effective as it may be amended or supplemented from time to timeof [date], the undersigned hereby agrees to extend its Commitment and Termination Date under the Credit Agreement dated as of November 15, 2019 among The Clorox Company (the “MLSABorrower”), by the banks party thereto, JPMorgan Chase Bank, N.A., Citibank, N.A. and among Federal Reserve Bank of New YorkXxxxx Fargo Bank, National Association, as LenderAdministrative Agents, The Bank of New York Mellonand JPMorgan Chase Bank, N.A., as Administrator, The Bank Servicing Agent (the “Credit Agreement”) for one year to [date to which its Termination Date is to be extended] pursuant to Section 2.01(b) of New York Mellon, as Custodian, and the Primary Dealers party theretoCredit Agreement. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein as therein defined. This Extension Agreement shall be construed in accordance with and governed by the law of the State of New York. This Extension Agreement may be signed in any number of counterparts, each of which shall be an original, with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA effect as if the Subject Obligations had been owed to such purchasersignatures thereto and hereto were upon the same instrument. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above BANK] By: Name: Title: NAME OF BORROWERAgreed and Accepted: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New YorkTHE CLOROX COMPANY, as Lender 00 Xxxxxxx Xxxxxx New YorkBorrower By: Title: JPMORGAN CHASE BANK, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New YorkN.A., as Lender 00 Xxxxxxx Xxxxxx New YorkAdministrative Agent By: Title: CITIBANK, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York MellonN.A., as Administrator QSR Administration 000 Xxxxxxx XxxxxxAdministrative Agent By: Title: XXXXX FARGO BANK, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York MellonNATIONAL ASSOCIATION, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionAdministrative Agent By:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: CREDIT AGREEMENT EXHIBIT B FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonCOMPLIANCE CERTIFICATE Key Bank, National Association as Custodian and Administrator QSR Administration Administrative Agent 000 Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx, 4E New York, NY 10286 AttXX 00000 Attn: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Xx. Xxxxxxxxxxx Xxxx RE: . Compliance Certificate for through Dear Ladies and Gentlemen: Reference This Compliance Certificate is made with reference to the Master Loan and Security that certain Credit Agreement dated as of , 2014 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by and among Federal Reserve Bank of New YorkSSTI PREFERRED INVESTOR, LLC (the “Borrower”), the financial institutions party thereto, as Lenderlenders, The Bank of New York Mellonand KeyBank, National Association, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretoAdministrative Agent. Terms defined All capitalized terms used in the MLSA this Compliance Certificate (including any attachments hereto) and not otherwise defined in this Compliance Certificate shall have the meanings set forth for such terms in the Credit Agreement. All Section references herein are used herein with shall refer to the same meaningsCredit Agreement. The Borrower identified on I hereby certify that I am the signature page hereto Chief Financial Officer of SmartStop Self Storage, Inc. (the “Subject BorrowerParent”), acting though [name and that I make this Certificate on behalf of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance Borrower. I further represent and certify on behalf of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as follows as of the date of effectiveness this Compliance Certificate: I have reviewed the terms of the Collateral Surrender contemplated herebyLoan Documents and have made, the Subject Collateral is free of any Adverse Claimor have caused to be made under my supervision, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness a review in reasonable detail of the Collateral Surrender contemplated hereby shall not transactions and consolidated and consolidating financial condition of the Parent and its Subsidiaries, during the accounting period (xthe “Reporting Period”) discharge any Obligation that covered by the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have financial reports delivered simultaneous herewith pursuant to Section 17.0 5.01[(a)][(b)], and that such review has not disclosed the existence during or at the end of such Reporting Period (and that I do not have knowledge of the MLSA existence as at the date hereof) of any condition or as event which constitutes a result Default or Event of a breach Default. All referenced dollar amounts in this certificate are stated in thousands unless otherwise noted. As of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness last day of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionReporting Period:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the law of the State of New YorkTHE LAW OF THE STATE OF NEW YORK. APPENDIX 5: EXHIBIT B FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE BORROWING REQUEST Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent Xxxxxx Xxxxxxx Agency Servicing 0 Xxx Xxxx Xxxxx Xxx Xxxx, Xxx Xxxx, 00000 Attention: Agency Team Telecopy: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxxxxx.xxx [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made The undersigned, [CF Industries, Inc.] [Darwin Holdings Limited](1) (the “Lead Borrower”), refers to the Master Loan Third Amended and Security Agreement Restated Revolving Credit Agreement, dated as of September 18, 2015, among CF Industries Holdings, Inc., as Holdings, prior to the Darwin Acquisition Closing Date, CF Industries, Inc., as the Company, on and after the Darwin Acquisition Closing Date, Darwin Holdings Limited, as the UK Borrower, the Designated Borrowers from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent for the Lenders (the “Administrative Agent”), the Issuing Banks from time to time party thereto and the other parties from time to time party thereto (as it the same may be amended, restated, amended or and restated, modified, extended and/or supplemented from time to time, the “MLSACredit Agreement”, the terms defined therein being used herein as therein defined) and hereby gives you notice, irrevocably, pursuant to Section 2.3 of the Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”), as required by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance Section 2.3 of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Credit Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Section:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of governing the State of New YorkCredit Agreement. APPENDIX 5: FORM OF COLLATERAL SURRENDER SCHEDULE “A” Lender Assigned Lender’s Commitment Assigned Accommodations Outstanding ● $● $● SCHEDULE 10 DESIGNATED BORROWER REQUEST AND ACCEPTANCE NOTICE ASSUMPTION AGREEMENT [Date] The Barclays Bank of New York MellonPLC, as Custodian and Administrator QSR Administration Administrative Agent Barclays Bank PLC Bank Debt Management Group Group 000 Xxxxxxx Xxxxxx, 4E Xxxxxx New York, NY 10286 AttNew York 10019 Attention: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Xxxx Telephone: (000) 000-0000 Email: xxxxxx.xxxx@xxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan that certain fourth amended and Security Agreement restated credit agreement dated as of [ ], 2019 (as it may be amended further amended, supplemented, replaced or supplemented restated from time to time, the “MLSA”)Credit Agreement,” the terms defined therein being used herein as therein defined) among Open Text ULC, by Open Text Holdings, Inc. and among Federal Reserve Open Text Corporation, as initial borrowers and certain Subsidiaries of Open Text Corporation and Lenders party thereto, Barclays Bank PLC, as sole administrative agent, Barclays Bank PLC, as collateral agent, Royal Bank of New YorkCanada, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodiandocumentary credit lender, and the Primary Dealers financial institutions party theretothereto as joint lead arrangers and joint bookrunners. Terms defined in Please be advised that, pursuant to Section 2.03(2) of the MLSA and not otherwise defined herein are used herein with Credit Agreement, Open Text Corporation hereby designates the same meanings. The Borrower identified on the signature page hereto undersigned Subsidiary, , a (the “Subject Designated Borrower”), acting though [name as a “Designated Borrower” in the capacity as a Revolving Credit Borrower under and for all purposes of Primary Dealer]the Credit Agreement. The Designated Borrower, as its duly authorized agentin consideration of the agreement of each applicable Revolving Credit Lender to extend credit to it from time to time under, and on the terms and conditions set forth in, the Credit Agreement under the Revolving Credit Facility does hereby notifies you assume each of its election the obligations imposed upon a Designated Borrower and a Revolving Credit Borrower under the Credit Agreement and agrees to exercise its Collateral Surrender Right with respect to be bound by all of the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject terms and conditions of the Credit Agreement. In furtherance of the foregoing, the Designated Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, the Administrative Agent and each of the applicable Revolving Credit Lenders that each of the representations and warranties set forth in Article 6 of the Credit Agreement are true and correct in all material respects as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claimhereof, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have for those changes to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties which have been disclosed to and accepted by the Administrative Agent and Lenders pursuant to Section 17.01 and any representation and warranty which is stated to be made as of a certain date (and then as of such date), and that the Subject Borrower and the Applicable Primary Dealer proceeds of any Accommodation will only be used for purposes permitted under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionCredit Agreement.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. APPENDIX 5ANNEX I TO EXHIBIT A-2-2 EXHIBIT B [FORM OF] BORROWING REQUEST Barclays Bank PLC as Administrative Agent for the Lenders referred to below [and as Swingline Lender] 0000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE Xxxxx Xxxxxx Phone: (000) 000-0000 Email: Xxxxx.x.Xxxxxx@xxxxxxxx.xxx/00000000000@XXX.XXXXXXX.xxx [Date•] The Bank of New York Mellon[•], as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx 20[•]14 Ladies and Gentlemen: Reference is hereby made to the Master Loan and Security Agreement that certain First Lien Credit Agreement, dated as of May 10, 2016 (as it may be amended, restated, amended and restated, supplemented or supplemented from time to timeotherwise modified and in effect on the date hereof, the “MLSAFirst Lien Credit Agreement”), by and among Federal Reserve among, inter alios, Wilco Intermediate Holdings, Inc., a Delaware corporation, ATI Holdings Acquisition, Inc., a Delaware corporation (as successor by merger to Wilco Purchaser, Inc., a Delaware corporation) (the “Borrower”), the Lenders from time to time party thereto, Barclays Bank of New YorkPLC (“Barclays”), in its capacities as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”) and as an Issuing Bank and the Swingline Lender, HSBC Bank USA, N.A., as Lenderan Issuing Bank, The Bank of New York Mellonand Barclays, HSBC Securities (USA) Inc. and Jefferies Finance, LLC, as Administrator, The Bank of New York Mellon, as Custodian, joint lead arrangers and the Primary Dealers party theretojoint bookrunners. Terms defined in the MLSA and not otherwise defined herein First Lien Credit Agreement are used herein with the same meaningsmeanings unless otherwise defined herein. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, undersigned hereby notifies gives you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have notice pursuant to Section 17.0 [2.03] [2.04] of the MLSA or as a result of a breach of First Lien Credit Agreement that it requests the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer Borrowings under the Lending First Lien Credit Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice be made on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER•] [•], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian20[•], and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set that connection sets forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of terms on which the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant Borrowings are requested to Sectionbe made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE EXHIBIT H TO 12/03 CREDIT AGREEMENT (Basic Form of Opinion of Counsel) [Date] The Bank of New York MellonJPMorgan Chase Bank, as Custodian and Administrator QSR Administration Agent for the Lenders 000 Xxxxxxx Xxxxxx, 4E New York6th Floor North Houston, NY 10286 AttTexas 77002 Re: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies 12/03 Amended and Gentlemen: Reference is made to Restated Senior Secured Credit Agreement dated as of December 3, 2003 among HomeBanc Mortgage Corporation (the Master Loan “Company”), JPMorgan Chase Bank, as agent (the “Agent”) and Security Agreement a Lender, and the other Lenders party thereto (as it may be amended or supplemented from time to timecollectively, the “MLSALenders”)) Gentlemen: We have acted as special counsel for the Company in connection with the 12/03 Amended and Restated Senior Secured Credit Agreement dated as of December 3, by and 2003 (the “Credit Agreement”) among Federal Reserve Bank of New Yorkthe Company, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, the Agent and the Primary Dealers party theretoLenders. Terms defined This opinion is rendered to you in compliance with Section 7.1(a)(11) of the MLSA and not Credit Agreement. Unless otherwise defined herein are or the context otherwise requires, each capitalized term used herein shall have the meaning ascribed to it in the Credit Agreement. In our capacity as such counsel, we have examined the Credit Agreement, the Custody Agreement and the Senior Credit Notes (collectively, the “Principal Facilities Papers”) and such other documents and matters as we have deemed necessary in rendering the opinions hereinafter set forth. We have been furnished with, and with the same meanings. The Borrower identified on Agent’s and the signature page hereto (Lenders’ consent have relied upon, certificates of and other information supplied by officers of the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right Company with respect to certain factual matters and we have assumed the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance accuracy of the Collateral set forth above (the “Subject Collateral”) in full satisfaction all representations of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty fact set forth in the preceding paragraph Principal Facilities Papers. In addition, we have obtained and relied upon such certificates and assurances from public officials as we have deemed necessary. We have also assumed the genuineness of signatures on (which representation and warranty shall survive effectiveness other than those of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice Company’s representatives on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”Facilities Papers), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretoauthenticity of, all materials so examined; and we have assumed the conformity with originals of all documents submitted to us as copies. Terms defined in For purposes of our opinions we have assumed the MLSA due authorization, execution, delivery, and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness performance of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against Credit Agreement and the Borrower that Lender may have pursuant Custody Agreement by the Agent and the Lenders. Based upon the foregoing, and subject to Sectionthe qualifications herein set forth, it is our opinion that:

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: Schedule 1 to Assignment and Acceptance - 5 EXHIBIT E-1 - FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonOPINION OF GENERAL COUNSEL OF THE BORROWER May 21, 2007 To the Lenders, the Issuing Banks and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, N.A., as Custodian and Administrator QSR Administration Administrative Agent 000 Xxxxxxx XxxxxxXxxx Xxxxxx Xxx Xxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Xxx Xxxx 00000 Ladies and Gentlemen: Reference is made to I am the Master Loan and Security Agreement (as it may be amended or supplemented from time to timeGeneral Counsel of Spectra Energy Corp, the “MLSA”), by and among Federal Reserve Bank parent company of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto Spectra Energy Capital LLC (the “Subject Borrower”), acting though [name of Primary Dealer], and have acted as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right counsel in connection with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above Credit Agreement (the “Subject CollateralCredit Agreement”), dated as of May 21, 2007, among the Borrower, the banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, and Wachovia Bank, National Association, Bank of America, N.A. and Barclays Bank PLC, as Co-Documentation Agents. Capitalized terms defined in the Credit Agreement are used herein as therein defined. This opinion letter is being delivered pursuant to Section 3.01(b) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”)Credit Agreement. In such capacity, I or attorneys under my direct supervision have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, company records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 basis of the MLSAforegoing, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as I am of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionopinion that:

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: Each party hereto acknowledges and agrees that the Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with Section 9.04(k)(iv) or any purported assignment exceeding the Affiliated Lender Cap (it being understood and agreed that the Affiliated Lender Cap is intended to apply to any Loans made available to Affiliated Lenders by means other than formal assignment (e.g., as a result of an acquisition of another Lender (other than any Debt Fund Affiliate) by any Affiliated Lender or the provision of Incremental Term Loans by any Affiliated Lender); provided, further, that to the extent that any assignment to any Affiliated Lender would result in the aggregate principal amount of all Term Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap (after giving effect to any substantially simultaneous cancellations thereof), the assignment of the relevant excess amount shall be null and void. EXHIBIT C to the Credit Agreement FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE BORROWING REQUEST JPMorgan Chase Bank, N.A. 0000 Xxxxxxxx Xxxxxxx Xx, Floor 02 Newark, DE, 19713-3159 United States ATTN: Xxxxxxxxx Xxxx and Xxxxxx Xxxxxx [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx DATE]1 Ladies and Gentlemen: Reference is made The undersigned, Dayforce, Inc., as Borrower refers to the Master Loan and Security Credit Agreement dated as of February 29, 2024 (as it may be amended, restated, amended or and restated, supplemented and/or otherwise modified from time to timetime and in effect on the date hereof, the “MLSACredit Agreement”), by among the Borrower, the lenders from time to time party thereto (the “Lenders”) and among Federal Reserve Bank of New YorkJPMorgan Chase Bank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, Administrative Agent and the Primary Dealers party thereto. Terms defined in the MLSA Collateral Agent (such terms and each other capitalized term used but not otherwise defined herein are used herein with having the same meaningsmeaning given it in Article I of the Credit Agreement). The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies gives you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have notice pursuant to Section 17.0 2.03 of the MLSA or as Credit Agreement that it requests a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer Borrowing under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianCredit Agreement, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein connection with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set such borrowing sets forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of terms on which the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant Borrowing is requested to Sectionbe made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The ----------------- (6) Describe Credit Agreement at option of Administrative Agent. EXHIBIT F OPINION December 10, 2002 Bank of New York MellonAmerica, N.A., as Custodian Administrative Agent, and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made each of the Lenders party to the Master Loan Credit Agreement referred to below 333 Clay Street, Suxxx 0000 Xxxxxxx, Xxxxx 00000-0000 Xxxxxx xxx Xxxxxxmen: We have acted as special counsel to Ferrellgas, L.P., a Delaware limited partnership (the "Borrower"), and Security Ferrellgas, Inc., a Delaware corporation (the "General Partner"), in connection with the Fourth Amended and Restated Credit Agreement dated as of December 10, 2002 (as it may be amended or supplemented from time to timethe "Credit Agreement") among the Borrower, the “MLSA”General Partner, the several financial institutions party thereto (the "Lenders"), by and among Federal Reserve the L/C Issuers party thereto, Bank of New YorkAmerica, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and as Swing Line Lender, The Bank of New York MellonWells Fargo Bank, N.X., as AdministratorSyndication Agent and Bank One, The Bank of New York Mellon, NA as Custodian, and the Primary Dealers party theretoDocumentation Agent. Terms Capitalized terms that are used but not defined in this opinion letter have the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty meanings set forth in the preceding paragraph (which representation and warranty shall survive effectiveness Credit Agreement. This opinion is being delivered to you pursuant to Section 4.01(a)(v) of the Collateral Surrender contemplated herebyCredit Agreement. In rendering the opinions expressed below, we have examined the Credit Agreement, the Notes, and the Fee Letter (collectively, the "Opinion Documents"). The Subject We have also examined such corporate and partnership records of the Borrower and the Applicable Primary Dealer party hereto each hereby consent General Partner, and such other documents as we have deemed necessary as a basis for the opinions expressed below. In our examination, we have assumed the genuineness of all signatures, the authenticity of documents submitted to us as originals, and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied upon statements of governmental officials and upon representations made in or pursuant to the assignment by Lender to any purchaser Credit Agreement and the other Opinion Documents and certificates of appropriate representatives of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under General Partner. In rendering the Lending Agreement and opinions expressed below, we have assumed (ii) except as to the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 General Partner) that all of the MLSA as if the Subject Obligations had documents referred to in this opinion have been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorizedauthorized by, have been executed and delivered this Collateral Surrender by, and Acceptance Notice constitute legal, valid, binding and (y) it has enforceable obligations of, all of the parties to such documents, that all signatories to such documents have been duly authorized by and that all such parties are duly organized and validly existing and have the Subject Borrower power and authority (corporate or other) to execute execute, deliver and deliver this Collateral Surrender and Acceptance notice on perform such documents. Based upon the Subject Borrower’s behalf. Very truly yoursforegoing, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein we are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionopinion that:

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance; provided, however, that it shall be promptly followed by an original. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT B FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE BORROWING REQUEST The Royal Bank of Scotland plc as Administrative Agent [and Issuing Bank] for the Lenders referred to below 000 Xxxxxxxxxx Xxxx. Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Xxxx Xxxxxxxx [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Credit Agreement dated as of June 17, 2011, among SEMGROUP CORPORATION, a Delaware corporation (as it may be amended or supplemented the “Borrower”), the LENDERS party thereto from time to time, the THE ROYAL BANK OF SCOTLAND PLC (“MLSARBS”), by and among Federal Reserve Bank of New Yorkas Administrative Agent (in such capacity, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject BorrowerAdministrative Agent”), acting though [name of Primary Dealer]RBS, as its duly authorized agentCollateral Agent, RBS SECURITIES INC., BNP PARIBAS SECURITIES CORP., CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK AG NEW YORK BRANCH, THE BANK OF NOVA SCOTIA AND BARCLAYS CAPITAL, as Joint Lead Arrangers, THE BANK OF NOVA SCOTIA AND BNP PARIBAS, as Term Loan A Facility and Revolving Credit Facility Co-Syndication Agents, CITIBANK, N.A. AND DEUTSCHE BANK AG NEW YORK BRANCH, as Term Loan B Facility Co-Syndication Agents, CITIBANK, N.A., DEUTSCHE BANK AG NEW YORK BRANCH AND BARCLAYS BANK PLC, as Term Loan A Facility and Revolving Credit Facility Co-Documentation Agents, and THE BANK OF NOVA SCOTIA, BNP PARIBAS AND BARCLAYS BANK PLC, as Term Loan B Facility Co-Documentation Agents. This notice constitutes a Borrowing Request of the Borrower and the Borrower hereby notifies you of its election to exercise its Collateral Surrender Right requests Borrowings under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to the following Loansuch Borrowings requested hereby: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance For a Revolving Facility Borrowing or issuance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction Revolving Letter of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionCredit,

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE Assignment and Assumption EXHIBIT C [DateForm of Subsidiary Borrower Designation] The SUBSIDIARY BORROWER DESIGNATION , 20 To Bank of New York MellonAmerica, N.A., as Custodian and Administrator QSR Administration Administrative Agent 000 Xxxxxxx Xxxxxx, 4E New York0xx Xxxxx Xxx Xxxx, NY 10286 AttXxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Re: Subsidiary Borrower Designation Ladies and Gentlemen: Reference is made to the Master Loan and Security 364-Day Credit Agreement (as it may be amended or supplemented from time to time, the “MLSACredit Agreement”) dated as of April 1, 2009 among NYSE Euronext (the “Company”), by and among Federal Reserve the Subsidiary Borrowers party thereto, the Lenders party thereto Bank of New YorkAmerica, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and Administrative Agent (the Primary Dealers party thereto“Administrative Agent”). Terms Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the MLSA and not otherwise defined herein are used herein with the same meaningsCredit Agreement. The Borrower identified on the signature page hereto Company hereby designates [ ] (the “Subject BorrowerSubsidiary”), acting though a Subsidiary of the Company and a [name corporation] duly organized under the laws of Primary Dealer[ ], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # a Subsidiary Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 2.19(a) of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest Credit Agreement until such designation is terminated in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to accordance with Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby2.19(c). The Subject Subsidiary hereby accepts the above designation and hereby expressly and unconditionally accepts the obligations of a Subsidiary Borrower and under the Applicable Primary Dealer party hereto each hereby consent Credit Agreement, adheres to the assignment Credit Agreement and agrees and confirms that, upon your execution and return to the Company of the enclosed copy of this Subsidiary Borrower Designation, it shall be a Subsidiary Borrower for purposes of the Credit Agreement and agrees to be bound by Lender and perform and comply with the terms and provisions of the Credit Agreement applicable to any purchaser it as if it had originally executed the Credit Agreement as a Subsidiary Borrower. The Company hereby confirms and agrees that after giving effect to this Subsidiary Borrower Designation the Guarantee of the Company contained in Section 12 of the Credit Agreement shall apply to all of the obligations of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer Subsidiary under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionCredit Agreement.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy 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. APPENDIX 5: AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT EXHIBIT B FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonCOMPLIANCE CERTIFICATE Key Bank, National Association as Custodian and Administrator QSR Administration Administrative Agent 000 Xxxxxxx Xxxxxxxx Xxxxxx, 4E New York00xx Xxxxx Xxxxxx, NY 10286 AttXX 00000 Attn: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Xx. Xxxxxxxxxxx Xxxx RE: NexPoint Strategic Opportunities Fund Compliance Certificate for through Dear Ladies and Gentlemen: Reference This Compliance Certificate is made with reference to the Master Loan that certain Amended and Security Restated Revolving Credit Agreement dated as of August 14, 2018 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by among NexPoint Strategic Opportunities Fund (the “Lead Borrower”), NexPoint Real Estate Capital, LLC, and among Federal Reserve Bank of New YorkNexPoint Real Estate Opportunities, LLC, as Lenderborrowers (collectively, The Bank of New York Mellonthe “Borrower”), the financial institutions party thereto, as Administratorlenders, The Bank of New York Mellonand KeyBank, National Association, as Custodian, and the Primary Dealers party theretoAdministrative Agent. Terms defined All capitalized terms used in the MLSA this Compliance Certificate (including any attachments hereto) and not otherwise defined in this Compliance Certificate shall have the meanings set forth for such terms in the Credit Agreement. All Section references herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect shall refer to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower Credit Agreement. I hereby consents to certify that I am the acceptance [ ] of the Collateral set forth above (the “Subject Collateral”) in full satisfaction Lead Borrower, and that I make this Certificate on behalf of the Obligations secured thereby (the “Subject Obligations”)Borrowers. Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 I further represent and certify on behalf of the MLSA, the Subject Lead Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as follows as of the date of effectiveness this Compliance Certificate: I have reviewed the terms of the Collateral Surrender contemplated herebyLoan Documents and have made, the Subject Collateral is free of any Adverse Claimor have caused to be made under my supervision, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness a review in reasonable detail of the Collateral Surrender contemplated hereby shall not transactions and financial condition of the Lead Borrower and its Subsidiaries, during the accounting period (xthe “Reporting Period”) discharge any Obligation that covered by the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have financial reports delivered simultaneous herewith pursuant to Section 17.0 5.01[(a)][(b)], and that such review has not disclosed the existence during or at the end of such Reporting Period (and that I do not have knowledge of the MLSA existence as at the date hereof) of any condition or as event which constitutes a result Default or Event of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionDefault.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT F FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank LETTER IN LIEU Attn: Division Order Department Re: Letter in Lieu of New York MellonTransfer Order Gentlemen: [ ], as Custodian Mortgagor, has executed the mortgages and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified financing statements described on the signature page Exhibit A attached hereto (the “Subject BorrowerMortgage”) for the benefit of Wachovia Bank, National Association, as administrative agent (“Lender”), acting though [name granting a mortgage on and pledging those certain properties (the “Pledged Properties”) described in the Mortgage to secure certain obligations also described in the Mortgage. Enclosed is a copy of Primary Dealer], as its duly authorized agent, hereby notifies the Mortgage covering the Pledged Properties. Exhibit B attached hereto lists the properties which are subject to the Mortgage for which you of its election are accounting to exercise its Collateral Surrender Right Mortgagor and the decimal interest in production heretofore paid to Mortgagor with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents its interest in each given property. Pursuant to the acceptance assignment of production provision in the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSAMortgage, the Subject Borrower acknowledges that Mortgagor transferred and assigned all of its right, title and interest interests in the Subject Collateral shall be transferred Pledged Properties to Lender. The Subject Borrower represents Therefore, Mortgagor hereby authorizes and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees instructs you that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant all future payments attributable to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant Pledged Properties, which would otherwise be paid to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth Mortgagor, should be made to: if by wire transfer: Wachovia Bank, National Association Account No. if by check, check made payable to: until notified in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment writing by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated discontinue such payments. Also, Mortgagor hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed requests that you change your records to such purchaser. The undersigned Primary Dealer represents and warrants to reflect that Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made entitled to the Master Loan proceeds of production attributable to the Pledged Properties. In consideration of your acceptance of this Letter-in-Lieu of Transfer Order, Lender and Security Agreement (Mortgagor agree as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionfollows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT D - FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank OPINION OF COUNSEL FOR THE COMPANY November 18, 2022 To each of New York Mellonthe Lenders party to the Amended and Restated Credit Agreement dated as of November 18, 2022 among AT&T Inc., said Xxxxxxx and Citibank, N.A., as Custodian Agent for said Xxxxxxx, and Administrator QSR Administration 000 Xxxxxxx Xxxxxxto Citibank, 4E New YorkN.A., NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx as Agent Ladies and Gentlemen: Reference is made to I am the Master Loan Assistant Vice President – Senior Legal Counsel and Security Agreement Assistant Secretary of AT&T Inc., a Delaware corporation (as it may be amended or supplemented from time to time, the “MLSACompany”). I am providing this opinion to you pursuant to Section 3.01(g)(iv) of the Amended and Restated Credit Agreement, dated as of November 18, 2022 (the “Credit Agreement”), by among the Company, the Lenders party thereto and among Federal Reserve Bank of New YorkCitibank, N.A., as LenderAgent for said Xxxxxxx. Except as otherwise indicated, The Bank initially capitalized terms used in this opinion without definition shall have the meanings assigned to such terms in the Credit Agreement. In my capacity as Assistant Vice President – Senior Legal Counsel and Assistant Secretary, I have reviewed or been made aware of New York Mellonthe terms of those corporate and other records and documents I considered appropriate, as Administratorincluding the Credit Agreement. As to certain matters of fact, The Bank I have relied upon (i) representations of New York Mellon, as Custodianthe Company set forth in, and the Primary Dealers party thereto. Terms defined in the MLSA certificates of public officials and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance certain officers of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSACompany delivered pursuant to, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Credit Agreement and (ii) oral or written statements and representations of individuals upon whom I believe I am justified in relying. As to certain opinions expressed herein, I have relied on the rights opinions of recourse against members of the Subject Borrower AT&T Legal Department upon whom I believe I am justified in relying. I have also examined or caused to be examined such other instruments and have made or directed to be made such other investigations as I have deemed necessary in connection with the opinions set forth below. With respect to my consideration of those questions of law that I have considered relevant for this opinion, I have relied upon the certifications, representations, opinions and conclusions of law of various attorneys in the AT&T legal department with responsibility, in whole or in part, for the areas that are the subject of the opinions set forth herein. I have assumed the genuineness of all signatures, the legal capacity of all natural persons executing agreements, instruments or documents, the completeness and authenticity of all documents submitted to me as originals and the Applicable Primary Dealer under Section 17.0 conformity with originals of all documents submitted to me as copies. On the basis of such analysis, my reliance upon the assumptions in this opinion and my consideration of such questions of law that I considered relevant, and subject to the limitations and qualifications in this letter, I am of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionopinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: Assignment and Assumption [FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [DateSUBSIDIARY BORROWER DESIGNATION] The Bank of New York MellonSUBSIDIARY BORROWER DESIGNATION _______, 201_ To JPMorgan Chase Bank, N.A., as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 AttAdministrative Agent [Address] Attention: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Re: Subsidiary Borrower Designation Ladies and Gentlemen: Reference is made to the Master Loan and Security 364-Day Credit Agreement (as it may be amended or supplemented from time to time, the “MLSACredit Agreement”) dated as of December 23, 2010 among American International Group Inc. (the “Company”), by the Subsidiary Borrowers party thereto, the Lenders party thereto and among Federal Reserve Bank of New YorkJPMorgan Chase Bank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto Administrative Agent (the “Subject BorrowerAdministrative Agent”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. The Company hereby designates [_____] (the “Designated Subsidiary”), acting though a wholly-owned Domestic Subsidiary of the Company and a [name corporation/limited liability company] duly organized under the laws of Primary DealerState of [____], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # a Subsidiary Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 2.19(a) of the MLSACredit Agreement until such designation is terminated in accordance with Section 2.19(c) thereof. The Designated Subsidiary hereby accepts the above designation and hereby expressly and unconditionally accepts the obligations of a Subsidiary Borrower under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, upon your execution and return to the Company of the enclosed copy of this Subsidiary Borrower Designation, it shall be a Subsidiary Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as a Subsidiary Borrower. The Company hereby confirms and agrees that, after giving effect to this Subsidiary Borrower Designation, the Subject Borrower acknowledges that Guarantee of the Company contained in Article X of the Credit Agreement shall apply to all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as obligations of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created Designated Subsidiary under the Lending Credit Agreement. The Subject Borrower Designated Subsidiary hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionwarrants:

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy or electronic transmission shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 2 Include if the law of Assignee is an Affiliated Lender. 3 Include if the State of New YorkAssignee is an Affiliated Lender. APPENDIX 5: EXHIBIT F FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: EXEMPTION CERTIFICATE Reference is made to the Master Loan Amended and Security Agreement Restated Credit Agreement, dated as of March 11, 2014 (as it may be amended or supplemented from time to time, the “MLSAAmended and Restated Credit Agreement”), ) by and among Federal Reserve Bank of New YorkKAR Auction Services, as LenderInc., The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto a Delaware corporation (the “Subject Borrower”), acting though [name of Primary Dealer]the several banks and other financial institutions or entities from time to time parties thereto and JPMorgan Chase Bank, N.A., as its duly authorized administrative agent, hereby notifies you of its election . Capitalized terms used herein that are not defined herein shall have the meanings ascribed to exercise its Collateral Surrender Right with respect to them in the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above Amended and Restated Credit Agreement. [ ] (the “Subject CollateralNon-U.S. Lender”) in full satisfaction is providing this certificate pursuant to subsection 4.10(d) of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title Amended and interest in the Subject Collateral shall be transferred to LenderRestated Credit Agreement. The Subject Borrower Non-U.S. Lender hereby represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Section:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number counterparts (and by different parties hereto on different counterparts), each of counterpartswhich shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile transmission or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Assignment and Assumption and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT H [FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE OF] MATURITY DATE EXTENSION REQUEST [Date] The Bank of New York MellonInsert Date]1 JPMorgan Chase Bank, N.A., as Custodian and Administrator QSR Administration Administrative Agent 000 Xxxxxxx XxxxxxXxxxxx Xxx Xxxx, 4E New York, NY 10286 AttXxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx [●] Fax: [●] Ladies and Gentlemen: Reference is made to the Master Loan Amended and Security Restated Credit Agreement dated as of April 3, 2018 (as it may be amended amended, restated, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by among The Chemours Company, a Delaware corporation (the “Borrower”), the Lenders and among Federal Reserve Bank of New YorkIssuing Banks party thereto and JPMorgan Chase Bank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretoAdministrative Agent. Terms defined in the MLSA and Capitalized terms used but not otherwise defined herein are used herein with shall have the same meaningsmeanings assigned to them in the Credit Agreement. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in In accordance with Section 13.3 2.22 of the MLSACredit Agreement, the Subject Borrower acknowledges undersigned hereby requests [(a)] an extension of the [insert applicable Class] Maturity Date from [●] to [●][, (b) the Applicable Rate to be applied in determining the interest payable on [insert applicable Class] Loans of[, and fees payable under the Credit Agreement to,] Consenting Lenders in respect of that all portion of its righttheir [[insert applicable Class] Loans] extended to the new Maturity Date to be [●]%, title and interest in the Subject Collateral which changes shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, effective as of [●] and (c) the date of effectiveness amendments to the terms of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty Credit Agreement set forth in below, which amendments will become effective on [●]:] [Insert amendments to Credit Agreement, if any] 1 To be delivered no less than 30 days from the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. then existing Maturity Date Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above THE CHEMOURS COMPANY By: :___________________________ Name: Title: NAME OF BORROWER: [ [FORM OF] ADDRESS OF BORROWER: [ ] cc: U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Income Tax Purposes) Reference is hereby made to the Master Loan Amended and Security Restated Credit Agreement dated as of April 3, 2018 (as it may be amended amended, restated, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by and among Federal Reserve Bank of New YorkThe Chemours Company, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto a Delaware corporation (the “Subject Borrower”), acting though [name of Primary Dealer]the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as its duly authorized agentAdministrative Agent. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby notifies you certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its election non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to prepay be made to the following Loans 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 COMPLIANCE CERTIFICATE (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement dated as set forth below of April 3, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among The Chemours Company, a Delaware corporation (the “Loan PrepaymentBorrower”): Loan Identification # ), the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of the Borrower Name Prepayment Amount Accrued Interest within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT I-3 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement dated as of April 3, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among The Chemours Company, a Delaware corporation (the “Borrower”), the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The Subject undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the 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. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (FOR NON-U.S. LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to the Amended and Restated Credit Agreement dated as of April 3, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among The Chemours Company, a Delaware corporation (the “Borrower”), the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any promissory note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT J [FORM OF] SOLVENCY CERTIFICATE of THE CHEMOURS COMPANY Pursuant to the Amended and Restated Credit Agreement dated as of April 3, 2018 (the “Credit Agreement”), among The Chemours Company, a Delaware corporation, the Lenders and Issuing Banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, the undersigned hereby certifies, solely in such undersigned’s capacity as [chief financial officer] [chief accounting officer] [specify other officer with equivalent duties] of the Borrower, acting through [name and not individually, as follows: I am generally familiar with the businesses and assets of Primary Dealer] the Borrower and its Subsidiaries, taken as its a whole, and am duly authorized agent, hereby acknowledges that effectiveness to execute this Solvency Certificate on behalf of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionthe Credit Agreement. As of the date hereof, after giving effect to the consummation of the Transactions, including the execution and delivery of the Credit Agreement and the making of the Loans under the Credit Agreement, in each case on the date hereof, and after giving effect to the application of the proceeds of such indebtedness:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5To: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonJPMorgan Chase Bank, as Custodian N.A., As Administrative Agent Loan and Administrator QSR Administration Services Group, 0xx Xxxxx 000 Xxxxxxx Xxxxxx Xxxx Xxxxxx, 4E New York, NY 10286 Att: XX0X 0XX Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Xxxxxxx and The Lenders set forth on Schedule A hereto Ladies and Gentlemen: Reference is made We have acted as special New York legal counsel to Xxxx Xxxxx Xxxxxx Corporation, a Delaware corporation (the Master Loan “Corporation”), Acqui Polo C.V., a partnership organized under the laws of the Netherlands (“Acqui”), Xxxx Xxxxx Lauren Kabushiki Kaisha, a corporation organized under the laws of Japan (“PRLKK”), and Security Agreement Xxxx Xxxxx Xxxxxx Asia Pacific Limited, a corporation organized under the laws of Hong Kong (as it may be amended or supplemented from time to time“PRLAPL”), and together with Acqui and PRLKK, the “MLSASubsidiary Borrowers”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, ) and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified entities set forth on the signature page Schedule B hereto (the “Subject BorrowerSubsidiary Guarantors,” and together with the Corporation, the “U.S. Loan Parties”), acting though [name in connection with the Credit Agreement, dated as of Primary Dealer]March 10, as its duly authorized agent2011, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject CollateralCredit Agreement”) in full satisfaction of among the Obligations secured thereby Corporation, the Subsidiary Borrowers, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Subject ObligationsAdministrative Agent”). Upon , and the effectiveness Guarantee Agreement, dated as of this Collateral Surrender in accordance with Section 13.3 March 10, 2011 (the “Guarantee Agreement”) executed by each of the MLSASubsidiary Guarantors in favor of the Administrative Agent. This opinion is being delivered to you pursuant to Section 4.01(d) of the Credit Agreement. Capitalized terms used herein without definition shall have the meanings specified in the Credit Agreement. In connection with this opinion, we have examined and relied upon: (i) the Credit Agreement, the Subject Borrower acknowledges Guarantee Agreement and the exhibits and schedules thereto (collectively, the “Transaction Agreements”), (ii) for each U.S. Loan Party that all is a corporation, the Certificate or Articles of its right, title Incorporation and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender thatBylaws, as amended to date, of such U.S. Loan Party, and appropriate records of the date corporate proceedings of effectiveness each such U.S. Loan Party, (iii) for each U.S. Loan Party that is a limited liability company, the Certificate or Articles of Formation and the Limited Liability Company Operating Agreement of such U.S. Loan Party, as amended to date, and appropriate records of the Collateral Surrender contemplated herebycompany proceedings of such U.S. Loan Party, (iv) for each U.S. Loan Party that is a limited partnership, the Subject Collateral is free Certificate of any Adverse ClaimLimited Partnership and the limited partnership agreement of such U.S. Loan Party, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges amended to date, and agrees that effectiveness appropriate records of the Collateral Surrender contemplated hereby shall not partnership proceedings of such U.S. Loan Party, (xv) discharge any Obligation that advice from the Subject Borrower may have to Lender pursuant States of Delaware and New York as to the MLSA incorporation or formation and good standing of each U.S. Loan Party incorporated or formed in such State, (vi) originals or copies certified or otherwise identified to our satisfaction of such records, agreements, instruments and certificates of public officials and of the U.S. Loan Parties and Subsidiary Borrowers as we have deemed necessary and relevant to form the basis for our opinions herein. We have not conducted any independent investigation, examination or inquiry of factual matters in rendering the opinions set forth in this letter other than the Subject Obligations or (y) affect any right document examination described herein, and our opinion is qualified in all respects by the scope of recourse against such document examination. In our examination, we have assumed, and express no opinion as to, the Subject Borrower that Lender may have pursuant genuineness of all signatures, the authenticity and completeness of all documents submitted to Section 17.0 us as originals, the conformity to originals of all documents submitted to us as copies, the authenticity of the MLSA or as a result originals of a breach such latter documents and the legal competence and capacity of all natural persons. We have also assumed that the Transaction Agreements are binding and enforceable obligations of each of the representation parties thereto (other than the U.S. Loan Parties and warranty the Subsidiary Borrowers), and that each such other party and each Subsidiary Borrower has obtained all consents, authorizations (including corporate or partnership authorization, as the case may be, by the Subsidiary Borrowers), permits and governmental approvals required for the consummation and performance of the Transaction Agreements to which it is a party (except as otherwise provided in Paragraph 3 below). As to certain factual matters material to this opinion, we have relied upon representations and warranties of the U.S. Loan Parties and the Subsidiary Borrowers with respect thereto set forth in the preceding paragraph (which representation and warranty shall survive effectiveness Transaction Agreements or in certificates with respect thereto signed by officers of the Collateral Surrender contemplated hereby). The Subject Borrower U.S. Loan Parties and the Applicable Primary Dealer party hereto each hereby consent Subsidiary Borrowers, to the assignment extent deemed appropriate by Lender to any purchaser us, and we have made no independent investigation thereof, except as expressly indicated herein. We have assumed the accuracy and completeness of the Subject Collateral following information obtained from public officials and records included in the effectiveness documents referred to above. We have assumed that there was not any fraud, misrepresentation, omission or deceit by any person in connection with the negotiation, execution, delivery and performance of the Collateral Surrender Transaction Agreements or any of the documents contemplated hereby thereby. We have also assumed the absence of any mutual mistake of fact or misunderstanding, duress or undue influence in the negotiation, execution or delivery of the Transaction Agreements. We have further assumed that there are not any agreements or understandings, written or oral, between or among the U.S. Loan Parties, the Subsidiary Borrowers and the other parties to the Transaction Agreements or any waiver of a right or remedy or usage of trade or course of prior dealings among the parties that would define, alter, supplement or qualify the terms of the Transaction Agreements or the Scheduled Agreements (as hereinafter defined) to which any U.S. Loan Party or Subsidiary Borrower is a party. When, in this opinion, we have used the phrases “to our knowledge,” “known to us” or phrases of like import, such phrases refer only to the present actual knowledge (i.e., conscious awareness) of the attorneys who are presently with this firm and who our records indicate have devoted substantive attention to matters related to the Transaction Agreements. In addition, except as expressly set forth in this letter, we have not, in rendering our opinions in Paragraph 2(d) below, reviewed court or other public records, but rather have relied, solely as to the factual existence of any court orders, suits, actions, proceedings, litigation or investigations of the type referenced therein, on (i) certificates of officers of the U.S. Loan Parties and the Subsidiary Borrowers and (ii) the representations and warranties of the Subject Borrower U.S. Loan Parties and the Applicable Primary Dealer under Subsidiary Borrowers contained in the Lending Agreement Transaction Agreements. Although, in connection with rendering this opinion, we have made the assumptions set forth above and (ii) below and have relied upon the rights representations, warranties and certificates referenced above, nothing has come to our attention that has caused us to believe that we are not justified in relying on any of recourse against such assumptions or on any of such representations, warranties or certificates. We do not assume any responsibility for the Subject Borrower accuracy, completeness or fairness of any information, including, but not limited to, financial information, furnished to you by or on behalf of the U.S. Loan Parties and/or the Subsidiary Borrowers concerning the business, assets and affairs of the U.S. Loan Parties and/or the Subsidiary Borrowers or any other information furnished to you by or on behalf of the U.S. Loan Parties and/or the Subsidiary Borrowers or furnished by us as special New York counsel to the U.S. Loan Parties and the Applicable Primary Dealer under Section 17.0 Subsidiary Borrowers, except for our conclusions of law in this opinion letter. When the statements in this opinion are qualified by the term “material,” those statements involve judgments and opinions as to the materiality or lack of materiality of any matter to the U.S. Loan Parties, the Subsidiary Borrowers or their respective businesses, prospects, assets or financial conditions, which judgments and opinions are entirely those of the MLSA U.S. Loan Parties, the Subsidiary Borrowers and their respective officers, after having been advised by us as if to the Subject Obligations had been owed legal effect and consequences of such matters; however, such opinions and judgments are not known to us to be incorrect. In rendering the opinions herein with respect to matters of good standing and other matters within the knowledge of public officials, we have relied solely upon certificates of recent date of such purchaserofficials. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice Based on the Subject Borrower’s behalf. Very truly yoursforegoing, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made subject to the Master Loan assumptions and Security Agreement (as qualifications hereinafter set forth, it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionis our opinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. APPENDIX 5: EXHIBIT B.1 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank OPINION OF THE GENERAL COUNSEL OF THE BORROWER See separately executed document. July 18, 2007 To each of New York Mellonthe Lenders and the Agent referred to below c/o JPMorgan Chase Bank, N.A. as Custodian Administrative Agent and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E Collateral Agent 270 Park Avenue New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx 10017 Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement In my capacity as general counsel of Kindred Healthcare, Inc., a Delaware corporation (as it may be amended or supplemented from time to time, the “MLSAKindred”), by and among Federal Reserve Bank I have acted as general counsel of New York, as Lender, The Bank each of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified Persons listed on the signature page Annex A hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject CollateralCovered Companies”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance connection with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations Second Amended and warranties Restated Credit Agreement dated as of July 18, 2007 (the Subject Borrower “Credit Agreement”) among Kindred, the Lenders party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (the Applicable Primary Dealer under the Lending Agreement “Agent”), Citicorp USA, Inc., as Syndication Agent and General Electric Capital Corporation, The CIT Group/Business Credit, Inc. and Wells Fargo Foothill, as Co-Documentation Agents, (ii) the rights of recourse against other Financing Documents and (iii) the Subject Borrower and the Applicable Primary Dealer under Master Lease Agreements referred to therein. This opinion is being rendered to you pursuant to Section 17.0 4.01(e)(i) of the MLSA as if the Subject Obligations had been owed to such purchaserCredit Agreement. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorizedUnless otherwise defined herein, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth capitalized terms defined in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian Credit Agreement or the Second Amended and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan Restated Guarantee and Security Agreement dated as of July 18, 2007 (as it may be amended or supplemented from time to timethe “Security Agreement”) among Kindred, the “MLSA”)Subsidiary Guarantors party thereto and JPMorgan Chase Bank, by and among Federal Reserve Bank of New YorkN.A., as LenderCollateral Agent, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with as defined therein. I, or attorneys in the same meanings. The Borrower legal department of Kindred under my direction, have reviewed originals or copies certified or otherwise identified to my satisfaction of each of the agreements listed on the signature page Annex B hereto (the “Subject BorrowerCovered Financing Documents”), acting though [name the Master Lease Agreements and such other corporate records, documents, instruments and certificates of Primary Dealer]public officials, and have conducted such other investigations of fact and law, as its duly authorized agentI have deemed necessary or advisable for purposes of this opinion. Upon the basis of the foregoing, hereby notifies you of its election and subject to prepay the following Loans as further assumptions and qualifications set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrowerbelow, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness I am of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionopinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER ASSIGNMENT AND ACCEPTANCE NOTICE ASSUMPTION EXHIBIT B [DateForm of Subsidiary Joinder Agreement] The Bank of New York MellonSUBSIDIARY JOINDER AGREEMENT ____________, 200__ To JPMorgan Chase Bank, as Custodian and Administrator QSR Administration 000 Xxxxxxx Administrative Agent 0000 Xxxxxx, 4E New York10th Floor Houston, NY 10286 AttTexas 77002-8069 Each of the Lenders party to the Credit Agreement referred to below Re: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx SUBSIDIARY JOINDER AGREEMENT Ladies and Gentlemen: Reference is made to the Master Loan and Security Credit Agreement (the "CREDIT AGREEMENT") dated as it may be amended or supplemented from time to timeof March 27, 2003 between AXIS Capital Holdings Limited ("AXIS HOLDINGS"), the “MLSA”)Subsidiary Account Parties party thereto, by the Lenders party thereto and among Federal Reserve Bank of New YorkJPMorgan Chase Bank, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, Administrative Agent (the "ADMINISTRATIVE AGENT"). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. AXIS Holdings and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower "Subsidiary Account Party" (as identified on the signature page hereto pages below) (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, "SUBSIDIARY ACCOUNT PARTY") have executed and hereby notifies you of its election deliver this Subsidiary Joinder Agreement pursuant to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’sSection 2.03(f) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (Credit Agreement, in order to designate the “Subject Collateral”) in full satisfaction of Subsidiary Account Party as a Subsidiary Account Party under the Obligations secured thereby (Credit Agreement. Accordingly, AXIS Holdings and the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges Subsidiary Account Party hereby represent and warrant and agree that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE ["Effective Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement " (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionbelow):

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Exhibit C to the law of the State of New York. APPENDIX 5: Credit Agreement FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank BORROWING REQUEST of New York MellonDYNEGY MIDWEST GENERATION, LLC Credit Suisse AG, Cayman Islands Branch, as Custodian and Administrator QSR Administration 000 Administrative Agent for the Lenders referred to below, Eleven Xxxxxxx XxxxxxXxxxxx Xxx Xxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx XX 00000 Attention of [ ] Ladies and Gentlemen: Reference is made The undersigned, Dynegy Midwest Generation, LLC, a Delaware limited liability company (the “Borrower”), refers to that certain Credit Agreement, dated as of August 5, 2011, among the Master Loan and Security Agreement Borrower, DYNEGY COAL INVESTMENTS HOLDINGS, LLC, a Delaware limited liability company (as it may be amended or supplemented “Intermediate Holdings”), the lenders from time to timetime party thereto (the “Lenders”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as administrative agent (in such capacity, including any successor thereto, the “MLSAAdministrative Agent”)) and as collateral trustee (in such capacity, by including any successor thereto, the “Collateral Trustee”) for the Lenders, CREDIT SUISSE SECURITIES (USA) LLC and among Federal Reserve Bank of New YorkXXXXXXX XXXXX LENDING PARTNERS LLC, as LenderJoint Bookrunners and Joint Lead Arrangers (collectively, The Bank of New York Mellonthe “Joint Lead Arrangers”) and CREDIT SUISSE SECURITIES (USA) LLC and XXXXXXX SACHS LENDING PARTNERS, LLC, as Administrator, The Bank of New York Mellon, as Custodian, Joint Syndication Agents and the Primary Dealers party theretoCo-Documentation Agents. Terms defined in the MLSA Capitalized terms used herein and not otherwise defined herein are used herein with shall have the same meaningsmeanings assigned to such terms in the Credit Agreement. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies gives you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have notice pursuant to Section 17.0 2.03 of the MLSA or as Credit Agreement that it requests a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer Borrowing under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianCredit Agreement, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set connection therewith sets forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant terms on which such Borrowing is requested to Sectionbe made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: C-3 Hershey – Exhibits to Credit Agreement D-1 Hershey – Exhibits to Credit Agreement EXHIBIT E - FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE DESIGNATION LETTER [DateDATE] The Bank of New York MellonTo Citibank, N.A., as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Agent for the Lenders party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to the Master Loan and Security Credit Agreement dated as of June 16, 2016 (as it may be amended or supplemented from time to time, the “MLSACredit Agreement”) among The Hershey Company (the “Company”), by the Lenders named therein and among Federal Reserve Bank of New YorkCitibank, N.A., as Lenderadministrative agent (the “Agent”) for said Lenders. For convenience of reference, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, terms used herein and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with Credit Agreement shall have the same meaningsrespective meanings ascribed to such terms in the Credit Agreement. The Borrower identified on Please be advised that the signature page hereto Company hereby designates its undersigned Subsidiary, __________ (the “Subject BorrowerDesignated Subsidiary”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance a “Designated Subsidiary” under and for all purposes of the Collateral Credit Agreement. The Designated Subsidiary, in consideration of each Lender’s agreement to extend credit to it under and on the terms and conditions set forth above (in the “Subject Collateral”) in full satisfaction Credit Agreement, does hereby assume each of the Obligations secured thereby (obligations imposed upon a “Designated Subsidiary” and a “Borrower” under the “Subject Obligations”). Upon Credit Agreement and agrees to be bound by the effectiveness of this Collateral Surrender in accordance with Section 13.3 terms and conditions of the MLSACredit Agreement. In furtherance of the foregoing, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower Designated Subsidiary hereby represents and warrants to each Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionfollows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York____________________ [confirm that choice of law provision parallels the Credit Agreement]. APPENDIX 5: Form of Assignment and Assumption EXHIBIT D-2 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank ADMINISTRATIVE QUESTIONNAIRE Attached. Exhibit D-2 - 1 Form of New York MellonAdministrative Questionnaire Exhibit D-2 - 2 Form of Administrative Questionnaire Exhibit D-2 - 3 Form of Administrative Questionnaire Exhibit D-2 - 4 Form of Administrative Questionnaire Exhibit D-2 - 5 Form of Administrative Questionnaire Exhibit D-2 - 6 Form of Administrative Questionnaire Form of Administrative Questionnaire EXHIBIT E FORM OF GUARANTY Dated as of September 30, 2015 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 PULTEGROUP, INC., a Michigan corporation (“Borrower”), by BANK OF AMERICA, N.A., in its capacity as Administrative Agent under the Term Loan Agreement referenced herein (in such capacity and together with its successors and assigns as permitted under the Credit Agreement, “Administrative Agent”) and Lenders, as Custodian such term is defined in that certain Term Loan Agreement dated as of September 30, 2015 among Borrower, Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and Administrator QSR Administration 000 Xxxxxxx XxxxxxXXXXXXX LYNCH, 4E New YorkPIERCE, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies XXXXXX & XXXXX INCORPORATED, X.X. XXXXXX SECURITIES LLC, SUNTRUST XXXXXXXX XXXXXXXX, INC. and Gentlemen: Reference is made to the Master Loan CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Security Agreement Joint Bookrunners (as it the same may be amended amended, restated, supplemented or supplemented otherwise modified from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA Credit Agreement;” capitalized terms used herein and not otherwise defined herein are used herein with shall have the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty meanings set forth in the preceding paragraph Credit Agreement), the undersigned Subsidiaries of Borrower (which representation each a “Guarantor” and warranty shall survive effectiveness collectively, “Guarantors”) hereby jointly and severally furnish their guaranty of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Guaranteed Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, hereinafter defined) as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionfollows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Exhibit C to the law of the State of New York. APPENDIX 5: Credit Agreement FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank BORROWING REQUEST of New York MellonDYNEGY POWER, LLC Credit Suisse AG, Cayman Islands Branch, as Custodian and Administrator QSR Administration 000 Administrative Agent for the Lenders referred to below, Eleven Xxxxxxx XxxxxxXxxxxx Xxx Xxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx XX 00000 Attention of [ ] Ladies and Gentlemen: Reference is made The undersigned, Dynegy Power, LLC, a Delaware limited liability company (the “Borrower”), refers to that certain Credit Agreement, dated as of August 5, 2011, among the Master Loan and Security Agreement Borrower, DYNEGY GAS INVESTMENTS HOLDINGS, LLC, a Delaware limited liability company (as it may be amended or supplemented “Intermediate Holdings”), the lenders from time to timetime party thereto (the “Lenders”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as administrative agent (in such capacity, including any successor thereto, the “MLSAAdministrative Agent”)) and as collateral trustee (in such capacity, by including any successor thereto, the “Collateral Trustee”) for the Lenders, CREDIT SUISSE SECURITIES (USA) LLC and among Federal Reserve Bank of New YorkXXXXXXX XXXXX LENDING PARTNERS LLC, as LenderJoint Bookrunners and Joint Lead Arrangers (collectively, The Bank of New York Mellonthe “Joint Lead Arrangers”) and CREDIT SUISSE SECURITIES (USA) LLC and XXXXXXX SACHS LENDING PARTNERS, LLC, as Administrator, The Bank of New York Mellon, as Custodian, Joint Syndication Agents and the Primary Dealers party theretoCo-Documentation Agents. Terms defined in the MLSA Capitalized terms used herein and not otherwise defined herein are used herein with shall have the same meaningsmeanings assigned to such terms in the Credit Agreement. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies gives you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have notice pursuant to Section 17.0 2.03 of the MLSA or as Credit Agreement that it requests a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer Borrowing under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianCredit Agreement, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set connection therewith sets forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant terms on which such Borrowing is requested to Sectionbe made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic communications shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance withwith the applicable law pertaining in the State of New York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. This governing law election has been made by the parties in reliance (at least in part) on Section 5—1401 of the General Obligations Law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian amended (as and Administrator QSR Administration 000 Xxxxxxx to the extent applicable), and other applicable law. STANDARD TERMS AND CONDITIONS TO THE ASSIGNMENT AND ASSUMPTION, Solo Page EXHIBIT B TO LENNOX INTERNATIONAL INC. FOURTH AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT COMPLIANCE CERTIFICATE EXHIBIT B, Cover Page COMPLIANCE CERTIFICATE for the quarter ending __________ __, _____ To: JPMorgan Chase Bank, National Association Loan and Agency Services Group 00 Xxxxx Xxxxxxxx Xxxxxx, 4E New York0xx Xxxxx Xxxxxxx, NY 10286 AttXX 00000 Attention: Xxx Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Telephone: 000-000-0000 Telecopy: 000-000-0000 and each Lender Ladies and Gentlemen: Reference This Compliance Certificate (the “Certificate”) is made being delivered pursuant to the Master Loan Section 5.01(c) of that certain Fourth Amended and Security Restated Revolving Credit Facility Agreement (as it may be amended or supplemented from time to timeamended, the “MLSAAgreement”)) dated as of October 21, by and 2011, among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto Lennox International Inc. (the “Subject Borrower”), acting though [name of Primary Dealer]JPMorgan Chase Bank, National Association, as its duly authorized administrative agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect and the Lenders named therein. All capitalized terms, unless otherwise defined herein, shall have the same meanings as in the Agreement. All the calculations set forth below shall be made pursuant to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance terms of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness undersigned, an authorized financial officer of the Collateral Surrender contemplated Borrower in his capacity as such financial officer and not in his individual capacity, does hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant certify to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower Administrative Agent and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionBanks that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT D—FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank OPINION OF COUNSEL FOR THE BORROWER(S) December 11, 2013 To each of New York Mellonthe Lenders party to the Amended and Restated Credit Agreement dated as of December 11, 2013 among AT&T Inc., said Lenders and Citibank, N.A., as Custodian Agent for said Lenders, and Administrator QSR Administration 000 Xxxxxxx Xxxxxxto Citibank, 4E New YorkN.A., NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx as Agent Ladies and Gentlemen: Reference is made to I am the Master Loan Senior Executive Vice President and Security Agreement General Counsel of AT&T Inc., a Delaware corporation (as it may be amended or supplemented from time to time, the “MLSABorrower”). I am providing this opinion to you pursuant to Section 3.01(h)(iv) of the Amended and Restated Credit Agreement, dated as of December 11, 2013 (the “Credit Agreement”), by among the Borrower, the Lenders party thereto and among Federal Reserve Bank of New YorkCitibank, N.A., as LenderAgent for said Lenders. Except as otherwise indicated, The Bank initially capitalized terms used in this opinion without definition shall have the meanings assigned to such terms in the Credit Agreement. In my capacity as Senior Vice President and General Counsel, I have reviewed or been made aware of New York Mellonthe terms of those corporate and other records and documents I considered appropriate, as Administratorincluding the Credit Agreement. As to certain matters of fact, The Bank I have relied upon (i) representations of New York Mellon, as Custodianthe Borrower set forth in, and the Primary Dealers party thereto. Terms defined in the MLSA certificates of public officials and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance certain officers of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSABorrower delivered pursuant to, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Credit Agreement and (ii) oral or written statements and representations of individuals upon whom I believe I am justified in relying. As to certain opinions expressed herein, I have relied on the rights opinions of recourse against members of my staff upon whom I believe I am justified in relying. I have also examined or caused to be examined such other instruments and have made or directed to be made such other investigations as I have deemed necessary in connection with the Subject Borrower opinions set forth below. With respect to my consideration of those questions of law that I have considered relevant for this opinion, I have relied upon the certifications, representations, opinions and conclusions of law of various attorneys in the AT&T legal department with responsibility, in whole or in part, for the areas that are the subject of the opinions set forth herein. I have assumed the genuineness of all signatures, the legal capacity of all natural persons executing agreements, instruments or documents, the completeness and authenticity of all documents submitted to me as originals and the Applicable Primary Dealer under Section 17.0 conformity with originals of all documents submitted to me as copies. On the basis of such analysis, my reliance upon the assumptions in this opinion and my consideration of such questions of law that I considered relevant, and subject to the limitations and qualifications in this letter, I am of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionopinion that:

General Provisions. This Assignment and Assumption shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. APPENDIX 5: EXHIBIT C FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonOPINIONS OF BORROWER’S COUNSEL Hewlett-Packard Company 0000 Xxxxxxx Xxxxxx Xxxx Xxxx, XX 00000 xxx.xx.xxx Xxxxx Xxxxx Senior Vice President, Deputy General Counsel and Assistant Secretary +000.000.0000 Phone +000.000.0000 Fax Xxxxx.xxxxx@xx.xxx April 30, 2015 To the Lenders party to the Term Loan Credit Agreement referred to below and to JPMorgan Chase Bank, N.A., as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 AttAdministrative Agent under the Credit Agreement Re: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Hewlett-Packard Company — Term Loan Agreement Ladies and Gentlemen: Reference I am Senior Vice President, Deputy General Counsel and Assistant Secretary of Hewlett-Packard Company, a Delaware corporation (the “Borrower”). This opinion is made being delivered to you pursuant to Section 4.01(b) of the Master Term Loan and Security Agreement Agreement, dated as of April 30, 2015 (as it may be amended or supplemented the “Agreement”), among the Borrower, the lending institutions from time to time, time party thereto (the “MLSALenders”), by and among Federal Reserve Bank of New YorkJPMorgan Chase Bank, N.A., as Lenderadministrative agent for the Lenders (the “Administrative Agent”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement. In that connection, The Bank I have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of this opinion, including (i) the Agreement, (ii) the Certificate of Incorporation of the Borrower, (iii) the Bylaws of the Borrower and (iv) the resolutions adopted by the Board of Directors of the Borrower on January 28, 2015. I have also examined such other documents as I have considered necessary to examine in order to give the opinions set forth herein. In rendering my opinion, I have assumed the due authorization, execution and delivery of the Agreement by all parties thereto other than the Borrower; the genuineness and authenticity of all signatures on original documents by all parties thereto other than the Borrower; the authenticity of all documents submitted to me as originals; the conformity to originals of all documents submitted to me as copies; the accuracy, completeness and authenticity of certificates of public officials; that you have received all documents you were to receive under the Agreement; and that the Agreement and the documents and agreements executed and delivered in connection therewith are the only agreements relating to the rights and obligations of the parties under the Agreement. As to certain questions of fact material to such opinions, I have relied, when relevant facts were not independently established by me, upon certificates of public officials. I am a member of the bar of the States of New York Mellon, as Administrator, The Bank and of New York Mellon, as Custodian, and the Primary Dealers party theretoTexas. Terms defined in the MLSA and not otherwise defined herein My opinions are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right expressed only with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance federal laws of the Collateral set forth above (United States of America, the “Subject Collateral”) in full satisfaction law of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank State of New York Mellonand the General Corporation Law of the State of Delaware. I assume no obligation to revise or supplement any of these opinions should such laws be changed by legislative action, judicial decision or otherwise. I express no opinion as Administrator QSR Administration 000 Xxxxxxx Xxxxxxto whether the laws of any particular jurisdiction apply, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made no opinion to the Master Loan and Security Agreement (extent that the laws of any jurisdiction other than those identified above are applicable to the subject matter hereof. My opinions are limited to the facts as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, they presently exist. I express no opinion as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodianto, and disclaim any undertaking or obligation to update any of these opinions in respect of, changes of circumstances or events that occur subsequent to the Primary Dealers party theretodate hereof. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified Based on the signature page hereto (foregoing and subject to the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as qualifications set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrowerherein, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness I am of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionopinion as follows:

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT B [FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE OF] SOLVENCY CERTIFICATE This Certificate is being delivered pursuant to Section 4.01(v) of the Second Lien Bridge Credit Agreement dated as of March [Date] The Bank of New York Mellon8], 2019 (the “Credit Agreement”), among Bxxxx Global Group, Inc. (formerly known as Bxxxx Plastics Holding Corporation), a Delaware corporation (“Holdings”), Bxxxx Global, Inc. (formerly known as Bxxxx Plastics Group, Inc.), a Delaware corporation (the “Borrower”), the lenders party thereto from time to time and Wxxxx Fargo Bank, National Association, as Custodian collateral agent and Administrator QSR Administration 000 Xxxxxxx Xxxxxxadministrative agent (in such capacities, 4E New Yorkthe “Administrative Agent”) for the Lenders. Terms defined in the Credit Agreement are used herein with the same meaning. I, NY 10286 Att[ ], hereby certify that I am the Chief Financial Officer of the Borrower and that I am knowledgeable of the financial and accounting matters of the Borrower and its Subsidiaries, the Credit Agreement and the covenants and representations (financial or otherwise) contained therein and that, as such, I am authorized to execute and deliver this Certificate on behalf of the Borrower. I further certify, in my capacity as Chief Financial Officer of the Borrower, and not individually, as follows: Immediately after giving effect to the Transactions on the Effective Date, (i) the fair value of the assets of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable value of the property of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Effective Date. I represent the foregoing information is provided to the best of my knowledge and belief and execute this Certificate this [ ] day of [ ], 20__. By: Name: Title: EXHIBIT C [FORM OF] BORROWING REQUEST Wxxxx Fargo Bank, National Association, as Administrative Agent 1000 Xxxx X.X. Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Blvd. MAC D1109-019 Charlotte, NC 28262 Ladies and Gentlemen: Reference is made to the Master Loan and Security proposed Second Lien Bridge Credit Agreement dated as of March [8], 2019 (as it may be amended amended, restated, supplemented, waived or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by among BXXXX GLOBAL GROUP, INC. (formerly known as Bxxxx Plastics Holding Corporation), a Delaware corporation (“Holdings”), BXXXX GLOBAL, INC. (formerly known as Bxxxx Plastics Group, Inc.), a Delaware corporation (the “Borrower”), the LENDERS party thereto from time to time and among Federal Reserve Bank of New YorkWxxxx Fargo Bank, National Association, as Lenderadministrative agent and collateral agent (in such capacities, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto“Administrative Agent”) for the Lenders. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meanings. The This notice constitutes a Borrowing Request and the Borrower identified on hereby requests Borrowing under the signature page hereto (Credit Agreement, and in that connection the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right Borrower specifies the following information with respect to the following Loansuch Borrowing requested hereby: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as For a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionTerm Borrowing,

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York, but giving effect to federal laws applicable to national banks. APPENDIX 5: EXHIBIT G FORM OF COLLATERAL SURRENDER DESIGNATED BORROWER REQUEST AND ACCEPTANCE NOTICE [ASSUMPTION AGREEMENT Date] The : __________, _____ To: HSBC Bank of New York MellonUSA, National Association, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Administrative Agent Ladies and Gentlemen: Reference This Designated Borrower Request and Assumption Agreement is made and delivered pursuant to the Master Section 2.22 of that certain Fourth Amended and Restated Loan and Security Agreement Agreement, dated as of March 28, 2013 (as it may be amended amended, restated, extended, supplemented or supplemented otherwise modified in writing from time to time, the “MLSAAgreement”), by and among Federal Reserve Bank of New YorkMoog Inc. (the “Company”), the Designated Borrowers from time to time a party thereto, HSBC USA, National Association, as LenderAdministrative Agent, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianSwingline Lender and Issuing Bank, and reference is made thereto for full particulars of the Primary Dealers party theretomatters described therein. Terms defined All capitalized terms used in the MLSA this Designated Borrower Request and Assumption Agreement and not otherwise defined herein are used herein with shall have the same meaningsmeanings assigned to them in the Agreement. The Borrower identified on the signature page hereto Each of ______________________________ (the “Subject Additional Designated Borrower”) and the Company hereby confirms, represents and warrants to the Administrative Agent and the Lenders that the Additional Designated Borrower is either (a) a Subsidiary of the Company and is a Guarantor or (b) a Foreign Subsidiary and 65% of its Equity Interests have been pledged to the Administrative Agent in accordance with the Agreement (but only if such Foreign Subsidiary is directly owned by the Company or a Guarantor) or (c) the Equity Interest in such Foreign Subsidiary that is not directly owned by the Company or a Guarantor is subject to a negative pledge in favor of Administrative Agent. The documents required to be delivered to the Administrative Agent under Section 2.22 of the Agreement have been or will be furnished to the Administrative Agent in accordance with the requirements of the Agreement. The parties hereto hereby confirm that with effect from the Effective Date (as defined below), acting though the Additional Designated Borrower shall have the rights, obligations, duties and liabilities toward each of the other parties to the Agreement identical to those which the Additional Designated Borrower would have had if the Additional Designated Borrower has been an original party to the Agreement as a Borrower. The Additional Designated Borrower confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions of the Credit Agreement. In particular, the Additional Designated Borrower represents and warrants that entering into the Agreement does not violate the terms of any agreement with respect to Material Indebtedness to which it is a party. The Company acknowledges and confirms its obligations as a guarantor of the Designated Borrower obligations incurred by the Additional Designated Borrower under the Agreement. If the Designated Borrower is a Foreign Borrower, to the extent that any Foreign Borrower hereafter may acquire any immunity from suit, execution, attachment, jurisdiction of any court or any legal process (whether through attachment prior to judgment, attachment in aid of execution, execution of a judgment or from any other legal process or remedy) with respect to it or its property, such Foreign Borrower hereby irrevocably waives such immunity in respect of its obligations under the Loan Documents. The parties hereto hereby request that the Additional Designated Borrower be entitled to receive Loans and Letters of Credit for its account under the Agreement, and understand, acknowledge and agree that neither the Additional Designated Borrower nor the Company on its behalf shall have any right to request any Loans or Letters of Credit for the Additional Designated Borrower’s account until the date two Business Days after the effective date (the “Effective Date”) designated by the Administrative Agent in a Designated Borrower Notice delivered to the Company and the Lenders pursuant to Section 2.22(a) of the Agreement. [name of Primary Dealer]The Additional Designated Borrower irrevocably designates and appoints the Company, as its duly authorized agent, to accept and acknowledge on its behalf, service of any and all process which may be served in any suit, action or proceeding in connection with its capacity as an Additional Designated Borrower. The Company hereby notifies you of its election represents, warrants and confirms that the Company has agreed to exercise its Collateral Surrender Right accept such appointment. Said designation and appointment shall be irrevocable by the Additional Designated Borrower until all obligations payable by the Additional Designated Borrower under the Agreement shall have been paid in full in accordance with respect to the following Loan: Loan Identification # provisions hereof and the Additional Designated Borrower Name Collateral (CUSIP’s) shall be been terminated as a Borrower hereunder. The Subject Additional Designated Borrower hereby consents to process being served in any such suit, action or proceeding by service of process upon the acceptance Company as provided in Section 11.6 of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Additional Designated Borrower hereby acknowledges irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service in such manner and agrees that effectiveness such service shall be deemed in every respect effective service of process upon the Collateral Surrender contemplated hereby shall not (x) discharge Additional Designated Borrower in any Obligation that the Subject Borrower may have to Lender pursuant suit, action or proceeding and shall, to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant fullest extent permitted by law, be taken and held to Section 17.0 of the MLSA or as a result of a breach of the representation be valid and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent personal service upon personal delivery to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations Additional Designated Borrower.]1 This Designated Borrower Request and warranties of the Subject Borrower and the Applicable Primary Dealer Assumption Agreement shall constitute a Loan Document under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaserAgreement. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorizedTHIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yoursAND CONSTRUED IN ACCORDANCE WITH, [NAME THE LAW OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME THE STATE OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionNEW YORK.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: Assignment and Assumption [FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [DateSUBSIDIARY BORROWER DESIGNATION] The Bank of New York MellonSUBSIDIARY BORROWER DESIGNATION _______, 201_ To JPMorgan Chase Bank, N.A., as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 AttAdministrative Agent [Address] Attention: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Re: Subsidiary Borrower Designation Ladies and Gentlemen: Reference is made to the Master Loan and Security Three-Year Credit Agreement (as it may be amended or supplemented from time to time, the “MLSACredit Agreement”) dated as of December 23, 2010 among American International Group Inc. (the “Company”), by the Subsidiary Borrowers party thereto, the Lenders party thereto and among Federal Reserve Bank of New YorkJPMorgan Chase Bank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto Administrative Agent (the “Subject BorrowerAdministrative Agent”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. The Company hereby designates [_____] (the “Designated Subsidiary”), acting though a wholly-owned Domestic Subsidiary of the Company and a [name corporation/limited liability company] duly organized under the laws of Primary DealerState of [____], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # a Subsidiary Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 2.19(a) of the MLSACredit Agreement until such designation is terminated in accordance with Section 2.19(c) thereof. The Designated Subsidiary hereby accepts the above designation and hereby expressly and unconditionally accepts the obligations of a Subsidiary Borrower under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, upon your execution and return to the Company of the enclosed copy of this Subsidiary Borrower Designation, it shall be a Subsidiary Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as a Subsidiary Borrower. The Company hereby confirms and agrees that, after giving effect to this Subsidiary Borrower Designation, the Subject Borrower acknowledges that Guarantee of the Company contained in Article X of the Credit Agreement shall apply to all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as obligations of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created Designated Subsidiary under the Lending Credit Agreement. The Subject Borrower Designated Subsidiary hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionwarrants:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: (to the Credit Agreement) FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank OPINION OF IN-HOUSE COUNSEL FOR THE BORROWER June 28, 2012 To each of New York Mellonthe Lenders and LC Issuing Banks party to the Credit Agreement referred to below and to JPMorgan Chase Bank, N.A., as Custodian Administrative Agent and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Swingline Lender thereunder Ladies and Gentlemen: Reference This opinion is made furnished to you pursuant to Section 3.01(a)(v) of the Master Loan and Security Agreement Credit Agreement, dated as of June 28, 2012 (as it may be amended or supplemented from time to time, the “MLSACredit Agreement”), by among PacifiCorp (the “Borrower”), the Lenders and among Federal Reserve Bank of New YorkLC Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Swingline Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein as therein defined. I am an Assistant General Counsel for MidAmerican Energy Holdings Company, indirect parent of the Borrower, and have acted as counsel to the Borrower in connection with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”)preparation, acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance execution and delivery of the Collateral set forth above Credit Agreement and the other Loan Documents (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”as defined below). Upon I am generally familiar with the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSABorrower's corporate history, the Subject Borrower acknowledges that all of its rightproperties, title operations and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents charter (including amendments, restatements and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated herebysupplements thereto). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorizedIn connection with this opinion, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yoursI, [NAME OF PRIMARY DEALER]or attorneys over whom I exercise supervision, in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionexamined:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT D-1 - FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank OPINION OF IN-HOUSE COUNSEL FOR THE BORROWER January 21, 2015 To each of New York Mellonthe Lenders party to the $2,000,000,000 Term Loan Credit Agreement dated as of January 21, 2015 among AT&T Inc., said Lenders and Mizuho Bank, Ltd., as Custodian Agent for said Lenders, and Administrator QSR Administration 000 Xxxxxxx Xxxxxxto Mizuho Bank, 4E New YorkLtd., NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx as Agent Ladies and Gentlemen: Reference is made to I am the Master Loan Senior Executive Vice President and Security Agreement General Counsel of AT&T Inc., a Delaware corporation (as it may be amended or supplemented from time to time, the “MLSABorrower”). I am providing this opinion to you pursuant to Section 3.01(g)(iv) of the $2,000,000,000 Term Loan Credit Agreement, dated as of January 21, 2015 (the “Credit Agreement”), by among the Borrower, the Lenders party thereto and among Federal Reserve Bank of New YorkMizuho Bank, Ltd., as LenderAgent for said Lenders. Except as otherwise indicated, The Bank initially capitalized terms used in this opinion without definition shall have the meanings assigned to such terms in the Credit Agreement. In my capacity as Senior Vice President and General Counsel, I have reviewed or been made aware of New York Mellonthe terms of those corporate and other records and documents I considered appropriate, as Administratorincluding the Credit Agreement. As to certain matters of fact, The Bank I have relied upon (i) representations of New York Mellon, as Custodianthe Borrower set forth in, and the Primary Dealers party thereto. Terms defined in the MLSA certificates of public officials and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance certain officers of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSABorrower delivered pursuant to, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Credit Agreement and (ii) oral or written statements and representations of individuals upon whom I believe I am justified in relying. As to certain opinions expressed herein, I have relied on the rights opinions of recourse against members of my staff upon whom I believe I am justified in relying. I have also examined or caused to be examined such other instruments and have made or directed to be made such other investigations as I have deemed necessary in connection with the Subject Borrower opinions set forth below. With respect to my consideration of those questions of law that I have considered relevant for this opinion, I have relied upon the certifications, representations, opinions and conclusions of law of various attorneys in the AT&T legal department with responsibility, in whole or in part, for the areas that are the subject of the opinions set forth herein. I have assumed the genuineness of all signatures, the legal capacity of all natural persons executing agreements, instruments or documents, the completeness and authenticity of all documents submitted to me as originals and the Applicable Primary Dealer under Section 17.0 conformity with originals of all documents submitted to me as copies. On the basis of such analysis, my reliance upon the assumptions in this opinion and my consideration of such questions of law that I considered relevant, and subject to the limitations and qualifications in this letter, I am of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectionopinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or email shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT C TO THE CREDIT AGREEMENT FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE OPINION OF XXXXXXX X. XXXXXXXXX, XX., ESQ., GENERAL COUNSEL FOR THE COMPANY [DatePlease see attached] The March [__], 2016 Bank of New York MellonAmerica, N.A., as Custodian Administrative Agent under the Term Loan Credit Agreement (as hereinafter defined), and Administrator QSR Administration each of the financial institutions listed on Schedule I thereto as Lenders 000 Xxxxxxx XxxxxxX. Xxxxx Xx. Mail Code: NC1-026-06-03 Xxxxxxxxx, 4E New YorkXX 00000-0000 Re: Term Loan Credit Agreement dated as of March [__], NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx 2016 by and among Computer Sciences Corporation, the financial institutions listed on Schedule I thereto as Lenders and Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to I am the Master Loan Executive Vice President, General Counsel and Security Agreement Corporate Secretary of Computer Sciences Corporation, a Nevada corporation (as it may be amended or supplemented from time to time, the “MLSACorporation”). This opinion is being rendered to you in connection with the Term Loan Credit Agreement dated as of March [__], 2016 (the “Credit Agreement”) by and among Federal Reserve the Corporation, the financial institutions listed on Schedule I thereto as Lenders (the “Lenders”) and Bank of New YorkAmerica, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and Administrative Agent (the Primary Dealers party thereto“Agent”). Terms defined in the MLSA Credit Agreement and not otherwise defined herein are used herein with the same meaningsas therein defined. The Borrower In rendering this opinion, I, or people under my supervision, have examined originals or copies, certified or otherwise identified on the signature page hereto (the “Subject Borrower”)to my satisfaction as being true copies, acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title documents and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Sectioninstruments:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkIllinois. APPENDIX 5: FORM EXHIBIT B OPINION OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE COUNSEL FOR THE BORROWER [Effective Date] The Bank of New York MellonTo the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, N.A., as Custodian Administrative Agent Dear Sirs: We have acted as counsel for Petroleum Development Corporation, a Nevada corporation (the "Borrower"), and Administrator QSR Administration 000 Xxxxxxx XxxxxxXxxxx Natural Gas Company, 4E New Yorka West Virginia corporation ("Guarantor" and together with Borrower, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies "Credit Parties" and Gentlemen: Reference is made to each individually a "Credit Party") in connection with the Master Loan Amended and Security Restated Credit Agreement dated as of November 4, 2005 (the "Credit Agreement"), among the Borrower, Certain Subsidiaries of Borrower, as it may be amended or supplemented from time to timeGuarantors, the “MLSA”)banks and other financial institutions identified therein as Lenders, by and among Federal Reserve Bank of New YorkJPMorgan Chase Bank, N.A., as Lender, The Bank of New York MellonAdministrative Agent and BNP Paribas, as Administrator, The Bank Syndication Agent. This opinion is furnished to you pursuant to Section 5.01(b) of New York Mellon, as Custodian, and the Primary Dealers party theretoCredit Agreement. Terms defined in the MLSA and Capitalized terms used herein which are not otherwise defined herein are used herein with shall have the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election meanings assigned to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender them by or pursuant to the MLSA other than Credit Agreement. In the Subject Obligations or (y) affect any right course of recourse against our representation as counsel to the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent Guarantor in connection with the Loan Documents, we have examined originals or copies, certified or otherwise identified to the assignment by Lender to any purchaser our satisfaction as being true copies, of the Subject Collateral following the effectiveness following: an executed counterpart of the Collateral Surrender contemplated hereby of (i) Credit Agreement; the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionAgreements; and

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of governing the State of New YorkCredit Agreement. APPENDIX 5: FORM OF COLLATERAL SURRENDER SCHEDULE “A” Lender Assigned Lender’s Commitment Assigned Accommodations Outstanding l $l $l SCHEDULE 10 DESIGNATED BORROWER REQUEST AND ACCEPTANCE NOTICE ASSUMPTION AGREEMENT [Date] The Barclays Bank of New York MellonPLC, as Custodian and Administrator QSR Administration Administrative Agent Barclays Bank PLC‬ 000 Xxxxxxx XxxxxxXxxxxx Xxx Xxxx, 4E New YorkXxx Xxxx 00000 Attention: Xxxxxxxxxxx X. Xxx, NY 10286 AttPortfolio Manager Telephone: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxxxxx.x.xxx@xxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan that certain third amended and Security Agreement restated credit agreement dated as of [________], 2018 (as it may be amended further amended, supplemented, replaced or supplemented restated from time to time, the “MLSA”)Credit Agreement,” the terms defined therein being used herein as therein defined) among Open Text ULC, by Open Text Holdings, Inc. and among Federal Reserve Open Text Corporation, as initial borrowers and certain Subsidiaries of Open Text Corporation and Lenders party thereto, Barclays Bank PLC, as sole administrative agent, Barclays Bank PLC, as collateral agent, Royal Bank of New YorkCanada, as Lenderdocumentary credit lender, The Bank of New York Mellonand Barclays Capital and RBC Capital Markets, as Administratorjoint lead arrangers and joint bookrunners. Please be advised that, The Bank pursuant to Section 2.03(2) of New York Mellonthe Credit Agreement, as CustodianOpen Text Corporation hereby designates the undersigned Subsidiary, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto _________, a _____ (the “Subject Designated Borrower”), acting though [name as a “Designated Borrower” in the capacity as a Revolving Credit Borrower under and for all purposes of Primary Dealer]the Credit Agreement. The Designated Borrower, as its duly authorized agentin consideration of the agreement of each applicable Revolving Credit Lender to extend credit to it from time to time under, and on the terms and conditions set forth in, the Credit Agreement under the Revolving Credit Facility does hereby notifies you assume each of its election the obligations imposed upon a Designated Borrower and a Revolving Credit Borrower under the Credit Agreement and agrees to exercise its Collateral Surrender Right with respect to be bound by all of the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject terms and conditions of the Credit Agreement. In furtherance of the foregoing, the Designated Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, the Administrative Agent and each of the applicable Revolving Credit Lenders that each of the representations and warranties set forth in Article 6 of the Credit Agreement are true and correct in all material respects as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claimhereof, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have for those changes to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties which have been disclosed to and accepted by the Administrative Agent and Lenders pursuant to Section 17.01 and any representation and warranty which is stated to be made as of a certain date (and then as of such date), and that the Subject Borrower and the Applicable Primary Dealer proceeds of any Accommodation will only be used for purposes permitted under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionCredit Agreement.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy 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. APPENDIX 5: EXHIBIT D - FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE OPINION OF COUNSEL FOR THE BORROWER [Effective Date] The Bank To: Each of New York Mellonthe parties to the Amended and Restated Five Year Credit Agreement dated as of September 16, 2015 (the “Credit Agreement”) by and among ManpowerGroup Inc., the banks, financial institutions and other institutional lenders listed on the signature pages thereof as lenders (the “Initial Lenders”), the banks listed on the signature pages thereof as issuing banks (the “Initial Issuing Banks”, and together with the Initial Lenders, the “Initial Lender Parties”) and Citibank, N.A., as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx agent for the Lender Parties (the “Agent”). Dear Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement We have acted as counsel for ManpowerGroup Inc. (as it may be amended or supplemented from time to time, the “MLSABorrower”), ) in connection with the execution and delivery by and among Federal Reserve Bank the Borrower of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, the Credit Agreement and the Primary Dealers party theretoNotes dated September 16, 2015 executed by Borrower in favor of each Lender which has requested a Note. Terms This opinion is provided to you at the request of the Borrower pursuant to Section 3.01(h)(iv) of the Credit Agreement. The Credit Agreement, together with the Notes, are sometimes referred to herein collectively as the “Transaction Documents.” Except as otherwise indicated herein, capitalized terms in this opinion are used as defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Credit Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of As counsel for the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may we have pursuant to Sectionexamined:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE EXHIBIT G TO 3/04 CREDIT AGREEMENT (Basic Form of Opinion of Counsel) [Date] The Bank of New York MellonJPMorgan Chase Bank, as Custodian and Administrator QSR Administration Agent for the Lenders 000 Xxxxxxx Xxxxxx, 4E New York6th Floor North Houston, NY 10286 AttTexas 77002 Re: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx 3/04 Senior Secured Credit Agreement dated as of March 22, 2004 among Sunset Financial Resources, Inc. (the "COMPANY"), JPMorgan Chase Bank, as agent (the "AGENT") and a Lender, and the other Lenders party thereto (collectively, the "LENDERS") Ladies and Gentlemen: Reference is made to We have acted as special counsel for the Master Loan and Security Company in connection with the 3/04 Senior Secured Credit Agreement (the "CREDIT AGREEMENT") dated as it may be amended or supplemented from time to timeof March 22, 2004 among the Company, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, Agent and the Primary Dealers party theretoLenders. Terms defined This opinion is rendered to you in compliance with SECTION 7.1(b)(13) of the MLSA and not Credit Agreement. Unless otherwise defined herein are or the context otherwise requires, each capitalized term used herein shall have the meaning ascribed to it in the Credit Agreement. In our capacity as such counsel, we have examined the Credit Agreement, the Custody Agreement and the Senior Credit Notes (collectively, the "PRINCIPAL FACILITIES PAPERS") and such other documents and matters as we have deemed necessary in rendering the opinions hereinafter set forth. We have been furnished with, and with the same meanings. The Borrower identified on Agent's and the signature page hereto (Lenders' consent have relied upon, certificates of and other information supplied by officers of the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right Company with respect to certain factual matters and we have assumed the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance accuracy of the Collateral set forth above (the “Subject Collateral”) in full satisfaction all representations of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty fact set forth in the preceding paragraph Principal Facilities Papers. In addition, we have obtained and relied upon such certificates and assurances from public officials as we have deemed necessary. We have also assumed the genuineness of signatures on (which representation and warranty shall survive effectiveness other than those of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice Company's representatives on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”Facilities Papers), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretoauthenticity of, all materials so examined; and we have assumed the conformity with originals of all documents submitted to us as copies. Terms defined in For purposes of our opinions we have assumed the MLSA due authorization, execution, delivery, and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness performance of the Loan Prepayment contemplated hereby shall not Credit Agreement and the Custody Agreement by the Agent and the Lenders, and that the Agent or its designated bailee (xother than the Company) affect any right will hold the Mortgage Notes evidencing the Pledged Loans within the State of recourse against Texas. Based upon the Borrower that Lender may have pursuant foregoing, and subject to Sectionthe qualifications herein set forth, it is our opinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT C FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank CLOSING CERTIFICATE Pursuant to Section 4.01(c) of New York Mellonthe Second Amended and Restated Credit Agreement, dated as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxxof May 18, 4E New York2012 (the “Credit Agreement”; terms defined therein being used herein as therein defined), NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to timeamong Crane Co., the Borrowing Subsidiaries party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., the undersigned Secretary of [INSERT NAME OF LOAN PARTY] (the “MLSACertifying Loan Party”)) hereby certifies as follows: There are no liquidation or dissolution proceedings pending or to my knowledge threatened against the Certifying Loan Party, nor has any other event occurred adversely affecting or threatening the continued corporate existence of the Certifying Loan Party. Attached hereto as Annex 1 is a true and complete copy of resolutions duly adopted by the Board of Directors of the Certifying Loan Party on ; such resolutions have not in any way been amended, modified, revoked or rescinded, have been in full force and among Federal Reserve Bank effect since their adoption to and including the date hereof and are now in full force and effect and are the only corporate proceedings of New York, the Certifying Loan Party now in force relating to or affecting the matters referred to therein. Attached hereto as Lender, Annex 2 is a true and complete copy of the By-Laws of the Certifying Loan Party as in effect on the date hereof. Attached hereto as Annex 3 is a true and complete copy of the Certificate of Incorporation of the Certifying Loan Party as in effect on the date hereof. The Bank following persons are now duly elected and qualified officers of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodianthe Certifying Loan Party holding the offices indicated next to their respective names below, and the Primary Dealers party thereto. Terms defined in signatures appearing opposite their respective names below are the MLSA true and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”)genuine signatures of such officers, acting though [name and each of Primary Dealer], as its such officers is duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on behalf of the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Certifying Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness Party each of the Loan Prepayment contemplated hereby shall not (x) affect Documents to which it is a party and any right of recourse against certificate or other document to be delivered by the Borrower that Lender may have Certifying Loan Party pursuant to Sectionthe Loan Documents to which it is a party: Name Office Signature The undersigned [INSERT TITLE OF OFFICER] of the Certifying Loan Party certifies as follows: is the duly elected and qualified Secretary of the Certifying Loan Party and the signature set forth for such officer below is such officer’s true and genuine signature.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT B FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The COMPLIANCE CERTIFICATE Key Bank of New York MellonNational Association, as Custodian and Administrator QSR Administration Agent 000 Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx, 4E New YorkXX 00000 Attn: Ms. Xxxx XxXxxxx, NY 10286 AttInstitutional Real Estate RE: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Strategic Realty Operating Partnership, LP, SRT Secured Holdings, LLC - Compliance Certificate for , 201_ through , 201_ Dear Ladies and Gentlemen: Reference This Compliance Certificate is made with reference to the Master Loan that certain Second Amended and Security Restated Revolving Credit Agreement dated as of February 15, 2017 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by among Strategic Realty Operating Partnership, LP, SRT Secured Holdings, LLC and among Federal Reserve Bank certain of New Yorkits Subsidiaries (collectively, the “Borrower”), the financial institutions party thereto, as Lenderlenders, The Bank of New York Mellonand KeyBank National Association, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretoAgent. Terms defined All capitalized terms used in the MLSA this Compliance Certificate (including any attachments hereto) and not otherwise defined in this Compliance Certificate shall have the meaning set forth for such terms in the Credit Agreement. All Section references herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect shall refer to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower Credit Agreement. I hereby consents to certify that I am the acceptance of Strategic Realty Operating Partnership, L.P., and that I make this Certificate on behalf of each Borrower. I further represent and certify on behalf of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as follows as of the date of effectiveness this Compliance Certificate: I have reviewed the terms of the Collateral Surrender contemplated herebyLoan Documents and have made, or have caused to be made under my supervision, a review in reasonable detail of the Subject Collateral is free transactions and consolidated and consolidating financial condition of the Borrower and its Subsidiaries, during the accounting period (the “Reporting Period”) covered by the financial reports delivered simultaneous herewith pursuant to Section 5.01[(a)][(c)], and that such review has not disclosed the existence during or at the end of such Reporting Period (and that I do not have knowledge of the existence as at the date hereof) of any Adverse Claimcondition or event which constitutes a Default or Event of Default. The information set forth in Schedule 1 attached hereto is in all material respects true, except as created under correct and complete, and has been prepared in accordance with the Lending requirements of the Credit Agreement. The Subject Borrower hereby acknowledges Mortgaged Properties identified on, and agrees that effectiveness the calculation of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation Covenant Compliance shown on, Schedule 1 attached hereto comply with all applicable conditions, terms, warranties, representations and warranty covenants set forth in the preceding paragraph (which representation and warranty shall survive effectiveness Credit Agreement. As of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) date hereof, the representations and warranties of the Subject Borrower Borrowers contained in the Credit Agreement and the Applicable Primary Dealer under the Lending Agreement other Loan Documents are true and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 correct in all material respects. As of the MLSA as if the Subject Obligations had date hereof, no Default or Event of Default exists. This Compliance Certificate has been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by as of the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan date set forth in the table above above. STRATEGIC REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New YorkSchedule 1 Strategic Realty Operating Partnership, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (L.P. Covenant Compliance Calculations as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionSection 5.02

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile (or in any other manner approved pursuant to Section 9.01(b) of the Credit Agreement) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM EXHIBIT C-1 [LETTERHEAD OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE XXXXXXXX & XXXXXXXX LLP] [Effective Date] The Bank To the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, N.A., as Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: In connection with the $1,400,000,000 364-Day Revolving Credit Facility dated as of June 15, 2007 (the “Credit Agreement”), among MF Global Finance USA Inc. (formerly known as Man Group Finance Inc.), a New York Melloncorporation (the “Borrower”) and MF Global Ltd., as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxxa corporation organized under the laws of Bermuda (the “Parent”), 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented Designated Subsidiary Borrowers from time to timetime parties thereto, the “MLSA”)banks and other financial institutions identified therein as Lenders, by and among Federal Reserve Bank of New YorkCitibank N.A., as LenderSyndication Agent, The Bank of JPMorgan Chase Bank, N.A., as Administrative Agent and the Documentation Agents signatories thereto, we have acted as special New York Melloncounsel to the Borrower and Parent. In such capacity, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as Administrator, The Bank we have deemed necessary or advisable for purposes of New York Mellon, as Custodian, and the Primary Dealers party theretothis opinion. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meanings. The Borrower identified on Upon the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance basis of the Collateral set forth above (the “Subject Collateral”) in full satisfaction foregoing, we are of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender opinion that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Section:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York, but giving effect to federal laws applicable to national banks. APPENDIX 5: EXHIBIT G FORM OF COLLATERAL SURRENDER DESIGNATED BORROWER REQUEST AND ACCEPTANCE NOTICE [ASSUMPTION AGREEMENT Date] The : __________, _____ To: HSBC Bank of New York MellonUSA, National Association, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Administrative Agent Ladies and Gentlemen: Reference This Designated Borrower Request and Assumption Agreement is made and delivered pursuant to the Master Section 2.22 of that certain Fifth Amended and Restated Loan and Security Agreement Agreement, dated as of October 15, 2019 (as it may be amended amended, restated, extended, supplemented or supplemented otherwise modified in writing from time to time, the “MLSAAgreement”), by and among Federal Reserve Bank of New YorkMoog Inc. (the “Company”), the Designated Borrowers from time to time a party thereto, HSBC USA, National Association, as LenderAdministrative Agent, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianSwingline Lender and Issuing Bank, and reference is made thereto for full particulars of the Primary Dealers party theretomatters described therein. Terms defined All capitalized terms used in the MLSA this Designated Borrower Request and Assumption Agreement and not otherwise defined herein are used herein with shall have the same meaningsmeanings assigned to them in the Agreement. The Borrower identified on the signature page hereto Each of ______________________________ (the “Subject Additional Designated Borrower”) and the Company hereby confirms, represents and warrants to the Administrative Agent and the Lenders that the Additional Designated Borrower is either (a) a Subsidiary of the Company and is a Guarantor or (b) a Foreign Subsidiary and 65% of its Equity Interests have been pledged to the Administrative Agent in accordance with the Agreement (but only if such Foreign Subsidiary is directly owned by the Company or a Guarantor) or (c) the Equity Interest in such Foreign Subsidiary that is not directly owned by the Company or a Guarantor is subject to a negative pledge in favor of Administrative Agent. The documents required to be delivered to the Administrative Agent under Section 2.22 of the Agreement have been or will be furnished to the Administrative Agent in accordance with the requirements of the Agreement. The parties hereto hereby confirm that with effect from the Effective Date (as defined below), acting though the Additional Designated Borrower shall have the rights, obligations, duties and liabilities toward each of the other parties to the Agreement identical to those which the Additional Designated Borrower would have had if the Additional Designated Borrower has been an original party to the Agreement as a Borrower. The Additional Designated Borrower confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions of the Credit Agreement. In particular, the Additional Designated Borrower represents and warrants that entering into the Agreement does not violate the terms of any agreement with respect to Material Indebtedness to which it is a party. The Company acknowledges and confirms its obligations as a guarantor of the Designated Borrower obligations incurred by the Additional Designated Borrower under the Agreement. If the Designated Borrower is a Foreign Borrower, to the extent that any Foreign Borrower hereafter may acquire any immunity from suit, execution, attachment, jurisdiction of any court or any legal process (whether through attachment prior to judgment, attachment in aid of execution, execution of a judgment or from any other legal process or remedy) with respect to it or its property, such Foreign Borrower hereby irrevocably waives such immunity in respect of its obligations under the Loan Documents. The parties hereto hereby request that the Additional Designated Borrower be entitled to receive Loans and Letters of Credit for its account under the Agreement, and understand, acknowledge and agree that neither the Additional Designated Borrower nor the Company on its behalf shall have any right to request any Loans or Letters of Credit for the Additional Designated Borrower’s account until the date two Business Days after the effective date (the “Effective Date”) designated by the Administrative Agent in a Designated Borrower Notice delivered to the Company and the Lenders pursuant to Section 2.22(a) of the Agreement. [name of Primary Dealer]The Additional Designated Borrower irrevocably designates and appoints the Company, as its duly authorized agent, to accept and acknowledge on its behalf, service of any and all process which may be served in any suit, action or proceeding in connection with its capacity as an Additional Designated Borrower. The Company hereby notifies you of its election represents, warrants and confirms that the Company has agreed to exercise its Collateral Surrender Right accept such appointment. Said designation and appointment shall be irrevocable by the Additional Designated Borrower until all obligations payable by the Additional Designated Borrower under the Agreement shall have been paid in full in accordance with respect to the following Loan: Loan Identification # provisions hereof and the Additional Designated Borrower Name Collateral (CUSIP’s) shall be been terminated as a Borrower hereunder. The Subject Additional Designated Borrower hereby consents to process being served in any such suit, action or proceeding by service of process upon the acceptance Company as provided in Section 11.6 of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Additional Designated Borrower hereby acknowledges irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service in such manner and agrees that effectiveness such service shall be deemed in every respect effective service of process upon the Collateral Surrender contemplated hereby shall not (x) discharge Additional Designated Borrower in any Obligation that the Subject Borrower may have to Lender pursuant suit, action or proceeding and shall, to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant fullest extent permitted by law, be taken and held to Section 17.0 of the MLSA or as a result of a breach of the representation be valid and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent personal service upon personal delivery to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations Additional Designated Borrower.] This Designated Borrower Request and warranties of the Subject Borrower and the Applicable Primary Dealer Assumption Agreement shall constitute a Loan Document under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaserAgreement. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorizedTHIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yoursAND CONSTRUED IN ACCORDANCE WITH, [NAME THE LAW OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME THE STATE OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of Primary Dealer] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to SectionNEW YORK.