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 (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy (or other electronic transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT dated 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, 2014 among MOLSON COORS BREWING COMPANYfurther, a Delaware corporation 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 (the “Company”after giving effect to any substantially simultaneous cancellations thereof), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary assignment of the Company listed on Schedule I hereto relevant excess amount shall be null and DEUTSCHE BANK void. Deutsche Bank AG NEW YORK BRANCHNew York Branch, Administrative Agent Loan Operations 0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Xxxxxx Xxxx, XX 00000-0000 ATTN: Loan Operations xx.xxxxxxxxxxxxxxx@xx.xxx Ladies and Gentlemen: The undersigned, Ceridian HCM Holding Inc., as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made Borrower refers to the Credit Agreement dated as of June 18November 14, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the CompanyBorrower, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries lenders from time to time party thereto, thereto (the Lenders from time to time party thereto, the Administrative Agent“Lenders”), Deutsche Bank AG New York Branch, as an Issuing BankAdministrative 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), Deutsche Bank AG, AG Canada Branch, as Canadian Administrative Agent, Sub-Agent and Bank of America, N.A., as an Issuing Bankthe other agents party thereto. The Lenders have agreed Borrower hereby gives you notice pursuant to extend credit to Section 2.03 of the Borrowers subject to the terms and conditions set forth in Credit Agreement that it requests a Borrowing under the Credit Agreement. The obligations , and in connection with such borrowing sets forth below the terms on which the Borrowing is requested to be made: (A) Class of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Borrowing:2

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated To: JPMorgan Chase Bank, N.A., As Administrative Agent Loan and Services Group, 0xx Xxxxx 000 Xxxxxx Xxxx Xxxxxx, XX0X 0XX Xxxxxx Xxxxxxx and The Lenders set forth on Schedule A hereto Ladies and Gentlemen: We have acted as of [ ], 2014 among MOLSON COORS BREWING COMPANYspecial New York legal counsel to Xxxx Xxxxx Xxxxxx Corporation, a Delaware corporation (the “CompanyCorporation”), MOLSON COORS BREWING COMPANY Acqui Polo C.V., a partnership organized under the laws of the Netherlands (UK“Acqui”), Xxxx Xxxxx Lauren Kabushiki Kaisha, a corporation organized under the laws of Japan (“PRLKK”), and Xxxx Xxxxx Xxxxxx Asia Pacific Limited, a corporation organized under the laws of Hong Kong (“PRLAPL”), and together with Acqui and PRLKK, the “Subsidiary Borrowers”) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP the entities set forth on Schedule B hereto (the “Initial Borrowing SubsidiariesSubsidiary Guarantors,” and, and together with the Company and other Borrowing Subsidiaries from time to time party to Corporation, the “U.S. Loan Parties”), in connection with the Credit Agreement, dated as of March 10, 2011, (the “Credit Agreement”) among the Corporation, the Subsidiary Borrowers”), each subsidiary of the Company listed on Schedule I hereto Lenders party thereto and DEUTSCHE BANK AG NEW YORK BRANCHJPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), on behalf of and the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement Guarantee Agreement, dated as of June 18March 10, 2014 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Guarantee Agreement”), among ) executed by each of the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, Subsidiary Guarantors in favor of the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank . This opinion is being delivered to you pursuant to Section 4.01(d) of America, N.A., as an Issuing Bankthe Credit Agreement. The Lenders Capitalized terms used herein without definition shall have agreed to extend credit to the Borrowers subject to the terms and conditions set forth meanings specified in the Credit Agreement. The In connection with this opinion, we have examined and relied upon: (i) the Credit Agreement, the Guarantee Agreement and the exhibits and schedules thereto (collectively, the “Transaction Agreements”), (ii) for each U.S. Loan Party that is a corporation, the Certificate or Articles of Incorporation and Bylaws, as amended to date, of such U.S. Loan Party, and appropriate records of the corporate proceedings of each such U.S. Loan Party, (iii) for each U.S. Loan Party that is a limited liability company, the Certificate or Articles of Formation and the Limited Liability Company Operating Agreement of such U.S. Loan Party, as amended to date, and appropriate records of the company proceedings of such U.S. Loan Party, (iv) for each U.S. Loan Party that is a limited partnership, the Certificate of Limited Partnership and the limited partnership agreement of such U.S. Loan Party, as amended to date, and appropriate records of the partnership proceedings of such U.S. Loan Party, (v) advice from the States of Delaware and New York as to the 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 document examination described herein, and our opinion is qualified in all respects by the scope of such document examination. In our examination, we have assumed, and express no opinion as to, the genuineness of all signatures, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence and capacity of all natural persons. We have also assumed that the Transaction Agreements are binding and enforceable obligations of each of the Lenders parties thereto (other than the U.S. Loan Parties and 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 extend such credit 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 Transaction Agreements or in certificates with respect thereto signed by officers of the U.S. Loan Parties and the Subsidiary Borrowers, to the extent deemed appropriate by us, and we have made no independent investigation thereof, except as expressly indicated herein. We have assumed the accuracy and completeness of the information obtained from public officials and records included in the documents referred to above. We have assumed that there was not any fraud, misrepresentation, omission or deceit by any person in connection with the negotiation, execution, delivery and performance of the Transaction Agreements or any of the documents contemplated thereby. We have also assumed the absence of any mutual mistake of fact or misunderstanding, duress or undue influence in the negotiation, execution or delivery of the Transaction Agreements. We have further assumed that there are conditioned uponnot any agreements or understandings, written or oral, between or among other thingsthe U.S. Loan Parties, the execution Subsidiary Borrowers and delivery 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 Agreementopinion, 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 U.S. Loan Parties and the Subsidiary Borrowers contained in the Transaction Agreements. Although, in connection with rendering this opinion, we have made the assumptions set forth above and below and have relied upon the representations, warranties and certificates referenced above, nothing has come to our attention that has caused us to believe that we are not justified in relying on any of such assumptions or on any of such representations, warranties or certificates. We do not assume any responsibility for the accuracy, completeness or fairness of any information, including, but not limited to, financial information, furnished to you by or on behalf of the U.S. Loan Parties and/or the Subsidiary Borrowers concerning the business, assets and affairs of the U.S. Loan Parties and/or the Subsidiary Borrowers or any other information furnished to you by or on behalf of the U.S. Loan Parties and/or the Subsidiary Borrowers or furnished by us as special New York counsel to the U.S. Loan Parties and the Subsidiary Borrowers, except for our conclusions of law in this opinion letter. When the statements in this opinion are qualified by the term “material,” those statements involve judgments and opinions as to the materiality or lack of materiality of any matter to the U.S. Loan Parties, the Subsidiary Borrowers or their respective businesses, prospects, assets or financial conditions, which judgments and opinions are entirely those of the U.S. Loan Parties, the Subsidiary Borrowers and their respective officers, after having been advised by us as to the legal effect and consequences of such matters; however, such opinions and judgments are not known to us to be incorrect. In rendering the opinions herein with respect to matters of good standing and other matters within the knowledge of public officials, we have relied solely upon certificates of recent date of such officials. Based on the foregoing, and subject to the assumptions and qualifications hereinafter set forth, it is our opinion that: 1. Based solely on the advice from the States of their respective incorporation or formation, each of the U.S. Loan Parties has been duly incorporated or formed, is existing and is in good standing under the laws of the State of such U.S. Loan Party’s incorporation or formation. Each U.S. Loan Party has the corporate, limited liability company or limited partnership, as the case may be, power and authority to own its property and to conduct its business as is now being conducted. 2. The execution, delivery and performance by each U.S. Loan Party of the Guarantors (as defined below) Transaction Agreements to which it is a Subsidiary party (a) have been duly authorized by all requisite corporate, limited liability company or limited partnership action on the part of such U.S. Loan Party, (b) will not result in a breach of or constitute a default under as applicable, the Articles or Certificate of Incorporation or Bylaws, the Certificate or Articles of Formation or the Limited Liability Company Operating Agreement or the Certificate of Limited Partnership or the limited partnership agreement of such U.S. Loan Party, (c) will not violate any law, rule or regulation of the Company and an affiliate United States of America or the State of New York or the General Corporation Law of the BorrowersState of Delaware, or the Limited Liability Company Act of the State of Delaware or the Revised Uniform Limited Partnership Act of the State of Delaware, (d) will derive substantial benefits from not violate any judgment, order or decree of any court or governmental authority of the extension United States of credit America or the State of New York of which we have knowledge, naming any U.S. Loan Party, and (e) will not violate any of the agreements listed on Schedule C hereto (the “Scheduled Agreements”). 3. The execution, delivery and performance by each Subsidiary Borrower of the Transaction Agreements to which it is a party will not result in a breach of or constitute a default under (a) any law, rule or regulation of the Borrowers pursuant to United States of America or the Credit Agreement and is willing to execute and deliver this Agreement in order to induce State of New York or (b) the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Schedule Agreements.

General Provisions. This Assignment and Assumption shall be binding upon, and inure accrue to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the law internal laws of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as York without regard to conflict of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to belowlaws principles thereof. Reference is made to the Credit Agreement and Guaranty Agreement, dated as of June 18July 13, 2014 2010 (as it may be amended, restated, supplemented or otherwise modified from time to timemodified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the CompanyExopack Holding Corp., a Delaware corporation (“Borrower”), Exopack Key Holdings, LLC, a Delaware limited liability company, and certain Subsidiaries of Borrower, as Guarantors, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries Lenders party thereto from time to time party theretoand Xxxxxxx Xxxxx Lending Partners LLC, as Syndication Agent, Administrative Agent and Documentation Agent. Pursuant to Section 2.16(c) of the Credit Agreement, the undersigned hereby certifies that it is not a “bank”, or a “10-percent-shareholder” or a “controlled foreign corporation” related to Borrower, each as described in Section 881(c)(3) of the Internal Revenue Code of 1986, as amended. By: ____________________________ Name: Title: 1. We are, respectively, the chief executive officer and the chief financial officer of EXOPACK HOLDINGS CORP., a Delaware corporation (“Borrower”). 2. We have reviewed the terms of Section 3 of the Credit and Guaranty Agreement, dated as of July 13, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Borrower, Exopack Key Holdings, LLC, a Delaware limited liability company and certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time party theretoand Xxxxxxx Sachs Lending Partners LLC, the Administrative as Syndication Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent and Documentation Agent, and Bank of Americathe definitions and provisions contained in such Credit Agreement relating thereto, N.A.and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an Issuing Bank. The Lenders have agreed to extend credit informed opinion as to the Borrowers subject matters referred to herein. 3. Based upon our review and examination described in paragraph 2 above, we certify, on behalf of Borrower, that as of the date hereof: (i) the representations and warranties contained in each of the Credit Documents are true, correct and complete in all material respects on and as of the Closing Date, except to the terms extent such representations and conditions set forth warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier is not applicable to any representations and warranties that already are qualified or modified by materiality in the Credit Agreement. The obligations text thereof; and (ii) no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Default. 4. Attached as Annex A hereto are true and complete (and, where applicable, executed and conformed) copies of each of the Acquisition Documents, and we have reviewed the terms of each of such documents and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the matters referred to in paragraph 3. 5. Each Credit Party has requested Xxxxxx, Xxxxx & Xxxxxxx LLP and Kreis, Enderle, Xxxxxxx & Xxxxxx, P.C. to deliver to Administrative Agent and Lenders on the Closing Date favorable written opinions in form and substance reasonably satisfactory to extend such credit the Administrative Agent and Arranger. 6. Attached hereto as Annex B are conditioned upontrue, among other thingscomplete and correct copies of (a) the Historical Financial Statements, (b) any additional audited and unaudited financial statements for all recent, probable or pending acquisitions required to be disclosed to the holders of the Existing Notes and prepared in accordance with the Borrower’s historical methodology as posted to the holders of the Existing Notes on the Borrower’s web-site, including the Agreed Synergies and (c) pro forma consolidated and consolidating balance sheets of Borrower and its Subsidiaries as at the Closing Date, and reflecting the consummation of the Acquisition, the execution related financings and delivery of this Agreement. Each the other transactions contemplated by the Credit Documents to occur on or prior to the Closing Date, which pro forma financial statements shall be prepared in accordance with the Borrower’s historical methodology as posted to the holders of the Guarantors (as defined below) is a Subsidiary of Existing Notes on the Company Borrower’s web-site, and an affiliate of including the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Agreed Synergies.

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 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 Affiliated Lender Assignment and Assumption by telecopy (facsimile or other electronic transmission (including by email as a “.pdf)) ” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption and any claim, controversy or dispute (whether at law, in equity, in contract, in tort or otherwise) that may be based upon, arise out of or relate to this Affiliated Lender Assignment and Assumption shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT UBS AG, STAMFORD BRANCH 000 Xxxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Agency Group Fax: +0.000.000.0000 Email: Xxxxxx-XXXXxxxxxxx@xxx.xxx [ ][ ], 20[ ]32 Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement, dated as of [ ]December 21, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among by and among, inter alios, 1184248 B.C. LTD., a corporation duly constituted under the Companylaws of the Province of British Columbia (the “Initial Borrower” and, prior to the Closing Date Amalgamations (as defined therein), the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time “Canadian Borrower”), which, as part of the Closing Date Amalgamations, will be amalgamated to time party theretoform Xxxxxxxx Development Corporation Inc., a corporation duly amalgamated under the laws of the Province of British Columbia (“KDC” and, after the Closing Date Amalgamations, the “Canadian Borrower”), KDC US Holdings, Inc., a Virginia corporation (the “US Borrower” and, together with the Canadian Borrower, collectively, the “Borrowers”), Xxxxxxxx Development Holdco, Inc., a corporation duly constituted under the laws of the Province of British Columbia, as Holdings, the Lenders from time to time party theretothereto and UBS AG, Stamford Branch, in its capacities as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank”). The Lenders Capitalized terms used but not defined herein shall have agreed the meanings ascribed to extend credit to the Borrowers subject to the such terms and conditions set forth in the Credit Agreement. The obligations undersigned hereby gives you irrevocable notice pursuant to Section 2.03 of the Lenders Credit Agreement that it requests the Borrowings under the Credit Agreement to extend such credit are conditioned upon, among other things, be made on the execution and delivery of this Agreement. Each of the Guarantors Borrowing Date (as defined below), and in that connection sets forth below the terms on which the Borrowings are requested to be made: (A) is Borrower: [1184248 B.C. LTD.]33 [Xxxxxxxx Development Corporation Inc.]34 32 The Administrative Agent must be notified in writing and must be received by the Administrative Agent (by hand delivery, email or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 2:00 p.m. three Business Days prior to the requested day of any Borrowing of LIBO Rate Loans (or (x) one Business Day in the case of any LIBO Rate Borrowing to be made on the Closing Date and (y) four Business Days in the case of any LIBO Rate Borrowing in any Alternate Currency), (ii) 2:00 p.m. three Business Days prior to the requested day of any Borrowing of BA Rate Loans or (iii) 12:00 p.m. on the requested date of any Borrowing of ABR Loans or Canadian Prime Rate Loans (other than Swingline Loans in the case of ABR Loans and Canadian Prime Rate Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if (i) any Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period” or (ii) any Borrower wishes to request BA Rate Loans having a Subsidiary BA Period of other than one, two, three or six months in duration as provided in the Company and an affiliate definition of “BA Period” (A) the Borrowers, will derive substantial benefits applicable notice from the extension of credit Borrower Representative must be received by the Administrative Agent not later than 2:00 p.m. four Business Days prior to the Borrowers pursuant requested date of such Borrowing, whereupon the Administrative Agent shall give prompt notice to the Credit Agreement appropriate Lenders of such request and determine whether the requested Interest Period or BA Period, as applicable, is willing acceptable to execute them and deliver this Agreement in order to induce (B) not later than 2:00 p.m. three Business Days before the Lenders to extend requested date of such credit. AccordinglyBorrowing, the parties hereto agree Administrative Agent shall notify the Borrower Representative whether or not the requested Interest Period or BA Period, as follows:applicable, is available to the appropriate Lenders.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]Date: , 2014 among MOLSON COORS BREWING COMPANY20 To: HPS Investment Partners, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHLLC, as Administrative Agent (the “Administrative Agent”)00 Xxxx 00xx Xxxxxx Xxx Xxxx, on behalf XX 00000 Attention of the Lenders under the Credit Agreement referred to below. Xxxx Xxxxx, Xxxx Xxxxx and Alexey Pazukha E-mail: xxxx.xxxxx@xxxxxxxxxxx.xxx; xxxx.xxxxx@xxxxxxxxxxx.xxx; xxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Credit Agreement Agreement, dated as of June 18October 30, 2014 2020 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Mulberry Health Inc., a Delaware corporation (the Company“Borrower”), the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries lenders from time to time party theretothereto (the “Lenders”) and HPS Investment Partners, LLC, as administrative agent for the Lenders from time to time party thereto, (the “Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank”). The Lenders Capitalized terms used but not otherwise defined herein have agreed the meanings assigned to extend credit to the Borrowers subject to the terms and conditions set forth them in the Credit Agreement. The obligations Borrower hereby requests a Borrowing to be made on the terms set forth below: (A) Date of the Lenders to extend Borrowing, which is a Business Day (such credit are conditioned upon, among other thingsdate, the execution “Proposed Borrowing Date”) (B) Principal amount of Borrowing $ (C) Type of Loans1 comprising Borrowing (D) Interest Period and delivery the last day thereof2 (E) Wire instructions for the Borrower’s account: Bank: ABA Routing Transit Number: Account Number: Account Name: FFC: Reference: 1 Specify Eurodollar Rate or ABR. 2 Applicable for Eurodollar Loans only (select from one (1), three (3) or six (6) month Interest Periods). The Borrower represents and warrants that the representations and warranties set forth in Article III of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the Proposed Borrowing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. At the time of and immediately after the Proposed Borrowing Date, no Default or Event of Default has occurred and is willing continuing. Immediately after giving effect to execute and deliver this Agreement in order to induce the Lenders to extend such credit. AccordinglyBorrowing, the parties hereto agree aggregate amount of all Loans made under the Credit Agreement (whether or not outstanding), including the Loans made as followspart of such Borrowing, does not exceed the aggregate used and unused Commitments of the Lenders. MULBERRY HEALTH INC., as the Borrower By: Name: Title: ARTICLE I DEFINITIONS 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 telecopy (fax transmission or other electronic mail transmission (including by .pdf)e.g., “pdf’ or “tiff’) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT [***] 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. TO: Credit Suisse AG, Cayman Islands Branch, as Administrative Agent RE: Credit Agreement, dated as of [ ]April 1, 2014 2015, by and among MOLSON COORS BREWING COMPANYSunrun Inc. (“Sunrun”), a Delaware corporation, AEE Solar, Inc., a California corporation, Sunrun South LLC, a Delaware limited liability company, and Sunrun Installation Services Inc., a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreementcollectively, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHGuarantors, the Lenders, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, and Silicon Valley Bank, as Collateral Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 (as amended, modified, extended, restated, replaced or supplemented or otherwise modified from time to time, the “Credit Agreement”), among ; capitalized terms used and not otherwise defined herein shall have the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions meaning set forth in the Credit Agreement. ) DATE: [Date] The obligations undersigned Responsible Officer1 hereby certifies as of the Lenders to extend such credit are conditioned upondate hereof that [he/she] is the [ ] of Sunrun, among other thingsand that, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) such, [he/she] is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing authorized to execute and deliver this Compliance Certificate (this “Certificate”) to the Administrative Agent on the behalf of Sunrun and the other Loan Parties, and that: 1. The Loan Parties have delivered the year-end audited financial statements required by Section 6.01(a) of the Credit Agreement for the fiscal year of Sunrun ended as of the above date, together with the report and opinion of an independent certified public accountant required by Section 6.01(a) of the Credit Agreement. 1. The Loan Parties have delivered the unaudited financial statements required by Section 6.01(b)(i) of the Credit Agreement for the fiscal quarter of Sunrun ended as of the above date, which Consolidated financial statements fairly present the financial condition, results of operations, shareholders’ equity and cash flows of Sunrun in order accordance with GAAP 1 This Certificate should be from the chief executive officer, chief financial officer, treasurer or controller of the Borrowers, as applicable. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. as of such date and for such period, subject only to induce normal year-end audit adjustments and the Lenders absence of footnotes and such consolidating statements are fairly stated in all material respects when considered in relation to extend the Consolidated financial statements of Sunrun. 2. The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under [his/her] supervision, a detailed review of the transactions and condition (financial or otherwise) of Sunrun and its Subsidiaries during the accounting period covered by such creditfinancial statements. 3. AccordinglyA review of the activities of Sunrun and its Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period Sunrun and each of the other Loan Parties performed and observed all their obligations under the Loan Documents, and [to the best knowledge of the undersigned, during such fiscal period each of the Loan Parties performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.] [to the best knowledge of the undersigned, the parties hereto agree as follows:following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and 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 other by sending a scanned copy by electronic transmission (including by .pdf)) 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 governing the Credit Agreement. TO: Royal Bank of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated Canada, as Agent 00 Xxxx Xxxxxx Xxxx, 0xx Xxxxx Xxxxxxx, XX X0X 0X0 Attention: Manager Agency Telecopier: (000) 000-0000 AND TO: The Lenders Re: Credit Agreement made as of [ ]June 16, 2014 2017 among MOLSON COORS BREWING COMPANY, a Delaware corporation Xxxxxx Xxxxxx Cochin ULC as Principal Borrower (the “CompanyPrincipal Borrower”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP Trans Mountain Pipeline ULC (the “Initial Borrowing Subsidiaries” andNEB Reserve Borrower”), together with the Company and other Borrowing Subsidiaries those persons party thereto from time to time party to the Credit Agreementin their capacities as lenders, the “Borrowers”), each subsidiary and Royal Bank of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHCanada, as Administrative Agent administrative agent (the “Administrative Agent”)such credit agreement, on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 (as it may be amended, restated, supplemented or otherwise modified or restated from time to time, referred to as the “Credit Agreement”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time . 1. This Compliance Certificate is given pursuant to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank Section 9.4(a)(iii) of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations Capitalized terms used herein and not otherwise defined herein have the meanings given to them by the Credit Agreement. 2. I am the duly appointed [Chief Executive Officer/ President/ Chief Financial Officer/ Treasurer/Controller/Vice President Finance/ Vice President, TMEP/OTHER AUTHORIZED OFFICER] of the Lenders to extend Principal Borrower, and hereby certify in such credit are conditioned uponcapacity and not in my personal capacity, among other thingsafter making due inquiry, that: (a) no Default or Event of Default has occurred and is continuing [except as described in Annex · hereto]; (b) the Restricted Subsidiaries are: · [and] (c) as at the end of the Fiscal Quarter ending ·, the execution ratio of Consolidated Total Funded Debt to Consolidated Capitalization is ·, and delivery of this Agreement. Each attached hereto as Exhibit 1 are the detailed particulars of the Guarantors manner in which the above were calculated[; and] OR[.] (d) [as defined below) is a Subsidiary at the end of the Company Fiscal Quarter ending: (i) the Consolidated EBITDA for such Fiscal Quarter was · and the Consolidated EBITDA directly attributed to the Obligors on an affiliate unconsolidated but combined basis is equal to at least 95% of such amount; and (ii) the Obligors directly own not less than 95% of the BorrowersConsolidated Total Assets. and attached hereto as Exhibit 1 are the detailed particulars of the manner in which the above were calculated.] [INSERT only if there are any Unrestricted Subsidiaries.] 3. [Attached are the updated Schedule I and Schedule J referred to in Section 9.4(a)(iii) of the Credit Agreement, will derive substantial benefits from which are each complete and accurate as of the extension of credit date hereof. / There have been no changes to Schedule I or Schedule J since the copies thereof last provided to the Borrowers pursuant to the Credit Agreement Agent on [describe date and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:method of delivery.] XXXXXX XXXXXX COCHIN ULC

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation New York counsel to International Lease Finance Corporation (“ILFC”) and the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together other Obligors as defined below in connection with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Term Loan Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), among the CompanyILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time Lenders party thereto, the Lenders from time to time party theretoBank of America, the Administrative Agent, Deutsche Bank AG New York BranchN.A., as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, Agent and Bank of America, N.A., as an Issuing BankCollateral Agent (the “Collateral Agent”). The Lenders Capitalized terms used herein and not otherwise defined shall have agreed the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to extend credit to the Borrowers subject to the terms Sections 4.01(e) and conditions set forth in 4.02(d) of the Credit Agreement. The obligations In rendering the opinions expressed below, we have examined executed copies of the Lenders following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to extend herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such credit records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are conditioned upondefined in the FAA Act), among or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other thingsinterests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery of this Agreement. Each and consummation of the Guarantors (as defined below) transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a Subsidiary party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of the Company and an affiliate Collateral constituting securities, as may be required in connection with any disposition of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and 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 (or other electronic transmission (including by .pdf)) any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of [ ]September 11, 2014 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the capitalized terms defined therein being used herein as therein defined), among MOLSON COORS BREWING COMPANYTupperware Brands Corporation, a Delaware corporation (the “CompanyBorrower”), MOLSON COORS BREWING COMPANY (UK) LIMITEDTupperware International Holdings B.V., MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP a private limited liability company organized under the laws of the Netherlands (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “BorrowersSubsidiary Borrower”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing and JPMorgan Chase Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Administrative Agent, Swingline Lender and Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations undersigned Responsible Officer hereby certifies as of the Lenders to extend such credit are conditioned upon, among other things, date hereof that he/she is the execution and delivery of this Agreement. Each ____________________________________ of the Guarantors (Borrower, and that, as defined below) such, he/she is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in order accordance with GAAP as at such date and for such period, subject only to induce normal year-end audit adjustments and the Lenders absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to extend be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements. 3. A review of the activities of the Borrower during such credit. Accordinglyfiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and [to the best knowledge of the undersigned during such fiscal period, the parties hereto agree as follows:Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.] [the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]Key Bank, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHNational Association, as Administrative Agent (the “Administrative Agent”)000 Xxxxxxxx Xxxxxx Xxxxxx, on behalf XX 00000 Attn: Xx. Xxxxxxxxxxx Xxxx RE: MVP Real Estate Holdings, LLC, MVP REIT II Operating Partnership, LP, and certain of the Lenders under the Credit Agreement referred to below. Reference their Subsidiaries Compliance Certificate for _________________________ through __________________________ Dear Ladies and Gentlemen: This Compliance Certificate is made with reference to the that certain Credit Agreement dated as of June 18[___], 2014 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “"Credit Agreement”"), among the CompanyMVP Real Estate Holdings, LLC, MVP REIT II Operating Partnership, LP, and certain of their Subsidiaries, as borrowers (collectively, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time "Borrower"), the financial institutions party thereto, the Lenders from time to time party theretoas lenders, the and KeyBank, National Association, as Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, . All capitalized terms used in this Compliance Certificate (including any attachments hereto) and Bank of America, N.A., as an Issuing Bank. The Lenders not otherwise defined in this Compliance Certificate shall have agreed to extend credit to the Borrowers subject to the terms and conditions meanings set forth for such terms in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant All Section references herein shall refer to the Credit Agreement Agreement. I hereby certify that I am the Chief Financial Officer of MVP Real Estate Holdings, LLC and is willing MVP REIT II Operating Partnership, LP, and that I make this Certificate on behalf of the Borrower. I further represent and certify on behalf of the Borrower as follows as of the date of this Compliance Certificate: 1. Pursuant to execute and deliver this Agreement in order to induce the Lenders to extend such credit. AccordinglyCredit Agreement, the parties hereto agree Credit Parties are furnishing to you herewith (or have most recently furnished to you) the consolidated financial statements of each Parent for the most recently available [fiscal quarter][fiscal year] (the "Reporting Period"). Such financial statements have been prepared in accordance with GAAP and present fairly the consolidated financial position in all material respects of each Parent and its Subsidiaries at the date thereof and the results of its operations for the periods covered thereby. 2. I have reviewed the terms of the Loan Documents and have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the Borrower and its Subsidiaries, during the Reporting Period covered by the financial reports delivered simultaneous herewith pursuant to Section 5.01[(a)][(b)], and that such review has not disclosed the existence during or at the end of such Reporting Period (and that I do not have knowledge of the existence as follows:at the date hereof) of any condition or event which constitutes a Default or Event of Default. (Note: If the signer does have knowledge of any Default or Event of Default, the form of certificate should be revised to specify the Default or Event of Default, the nature thereof and the actions taken, being taken or proposed to be taken by the Borrower with respect thereto.) 3. Neither the Borrower, Guarantor or any Subsidiary thereof has defaulted under any recourse Indebtedness under which it is obligated.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as EXHIBIT B-1 [Form of [ Opinion of Counsel to XLCA] August [__], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (2006 To the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time Lenders party to the Credit AgreementAgreement referred to below and 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. ("XLCA"). I am furnishing this opinion to you pursuant to Section 4.01(b)(i) of the Credit Agreement dated as of August [__], 2006, between Security Capital Assurance Ltd ("SCA"), XLCA, and XL Financial Assurance Ltd. ("XLFA") (collectively, the “Borrowers”"XL Entities"), each subsidiary of as account parties (collectively, the Company listed on Schedule I hereto "Account Parties"), the Lenders parties thereto and DEUTSCHE BANK AG NEW YORK BRANCHCitibank, N.A., as Administrative Agent (the “Administrative Agent”"Agreement"). Unless otherwise defined herein, on behalf capitalized terms used herein have the meanings assigned to those terms in the 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 (and having duly authorized, executed and delivered) the Agreement. I have not independently verified any of the Lenders under matters contained in such opinions or made any investigations in connection with any such matters. I have examined and relied upon the Credit Agreement referred representations, warranties and covenants contained in the Agreement, certificates of public officials and of other officers of each of the Account Parties and such other documents and records as I deemed relevant and necessary as a basis for the opinions hereinafter expressed. In rendering the opinions set forth below, I have assumed that the signatures on documents and instruments examined by me as originals are authentic and that all documents submitted to belowme as copies conform with the originals, which facts I have not independently verified. Reference is made to Based upon the Credit Agreement dated as of June 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agentforegoing, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms assumptions, exceptions and conditions qualifications set forth in the Credit Agreement. The obligations herein, I am of the Lenders opinion that: 1. XLCA is duly incorporated under the laws of the State of New York. 2. To my knowledge after due inquiry, except as routinely encountered in claims activity, there is no litigation or governmental proceeding by or against XLCA or any Subsidiary of XLCA pending or threatened which could reasonably be expected (in light of reserves and total shareholder equity of XLCA and after taking into account XLCA's business and activities) to extend such credit are conditioned upon, among other things, have a Material Adverse Effect if adversely determined. 3. Neither the execution and delivery of this the Agreement nor any other documents or instruments executed or delivered in connection with the Agreement. Each , the consummation of the Guarantors (as defined below) transactions therein contemplated nor compliance with the terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the articles of incorporation or by-laws of XLCA or of any applicable law or of any material agreement or instrument of which I have knowledge after due inquiry to which XLCA is a Subsidiary party or by which it is bound or to which it is subject, or constitute a default thereunder or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Company and an affiliate property of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers XLCA pursuant to the terms of any such agreement or instrument. 4. To my knowledge, XLCA is not in violation of any charter document, corporate minute or resolution or any instrument or agreement of which I have knowledge after due inquiry, in each case binding on it or affecting its property in any manner which could have a Material Adverse Effect. 5. To my knowledge after due inquiry, XLCA is qualified to do business in those jurisdictions in which its ownership of property or the nature of its business activities is such that failure to be so qualified would have a Material Adverse Effect. In rendering this opinion, I express no opinions as to the laws of any jurisdictions other than the laws of the State of New York and the Federal laws of the United States of America. Neither this opinion nor any part hereof may be delivered to or used or relied upon by any person other than you and the Lenders without my prior written consent. Very truly yours, Susan Comparato EXHIBIT B-2 [Form of Opinion of Special U.S. Counsel to the Account Parties] August [__], 2006 Re: Credit Agreement (the "Agreement") dated as of August [__], 2006, between Security Capital Assurance Ltd, XL Capital Assurance Inc. ("XLCA") and XL Financial Assurance Ltd., as Account Parties (collectively, the "Loan Parties"), the Lenders party thereto and Citibank, N.A., as Administrative Agent. The Lenders party to the Agreement and Citibank, N.A., as Administrative Agent 2 Penns Way, Suite 200 New Castle, Delaware 19720 USA Ladies and Gxxxxxxxx: Xx xxxx xxxxx xx xxxxxxx Xxw York counsel to the Loan Parties in connection with the Agreement. This opinion is willing furnished to you at the request of the Loan Parties pursuant to section 4.01(b)(ii) of the Agreement. Unless otherwise defined herein, capitalized terms used herein have the meanings assigned to those terms in the Agreement. In this connection, we have examined the Agreement to be executed as of the date hereof. We have examined and relied upon the representations, warranties and covenants contained in the Agreement, certificates of public officials and of officers of the Loan Parties and such other documents and records as we deemed relevant and necessary as a basis for the opinions hereinafter expressed. In rendering the opinions set forth below, we have assumed that the signatures on documents and instruments examined by us as originals are authentic and that all documents submitted to us as copies conform with the originals, which facts we have not independently verified. For purposes of this opinion, we have assumed that you have all requisite power and authority and have taken all necessary corporate or other action to execute and deliver this Agreement in order (and have duly authorized, executed and delivered) the Agreement. No opinion is expressed herein with respect to induce (i) the enforceability of the set-off provisions of the Agreement, (ii) the enforceability of any waiver by any Loan Party of demand, (iii) the effect of the laws of any jurisdiction other than New York that limit rates of interest that may be charged or collected by the Lenders and (iv) the enforceability of any provision in the Agreement purporting to extend establish evidentiary standards. We express no opinion as to (i) whether a court would give effect to the choice of law provided for in the Agreement (ii) Section 9.09 of the Agreement, insofar as such creditSection relates to the subject matter jurisdiction of any court to adjudicate any controversy related to the Agreement and (iii) the waiver of trial by jury set forth in Section 9.10 of the Agreement. AccordinglyBased upon the foregoing, and subject to the parties hereto agree assumptions, exceptions and qualifications set forth herein, we are of the opinion that: 1. XLCA is validly existing as follows:a corporation in good standing under the laws of the State of New York. XLCA has the corporate power and authority to execute and deliver the Agreement and to perform its obligations thereunder. 2. No authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation, declaration or filing with, any Governmental Authority is required in connection with (i) the execution and delivery by the Loan Parties of the Agreement, (ii) the consummation by the Loan Parties of the transactions contemplated by the Agreement or (iii) the performance by the Loan Parties of or compliance by the Loan Parties with the terms and conditions of the Agreement. 3. The Agreement has been duly and validly authorized by XLCA. The Agreement has been duly executed and delivered by the Loan Parties, and constitutes the legal, valid and binding obligation of the Loan Parties, enforceable in accordance with the terms thereof.

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 transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]Xxxxx Fargo Bank, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, National Association as Administrative Agent (the “Administrative Agent”), on behalf of for the Lenders under the Credit Agreement referred to belowbelow 0000 Xxxx X.X. Xxxxxx Blvd. MAC D1109-019 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Securities Admin Services Analyst Ladies and Gentlemen: Reference is made to the Amended and Restated Credit Agreement dated as of June 18September 30, 2014 2015 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CRESTWOOD MIDSTREAM PARTNERS LP, a limited partnership organized under the Companylaws of Delaware (“Borrower”), the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries LENDERS party thereto from time to time party theretotime, the Lenders from time to time party theretoXXXXX FARGO BANK, the NATIONAL ASSOCIATION (“Xxxxx Fargo”), as Administrative Agent, Deutsche Bank AG New York BranchXxxxx Fargo, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Collateral Agent, CITIBANK, N.A., BANK OF AMERICA, N.A. and Bank of AmericaJPMORGAN CHASE BANK, N.A., as an Issuing BankCo-Syndication Agents and BARCLAYS BANK PLC, XXXXXX XXXXXXX SENIOR FUNDING, INC., RBC CAPITAL MARKETS and SUNTRUST BANK, as Co-Documentation Agents. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth Terms defined in the Credit AgreementAgreement are used herein with the same meanings. The obligations of the Lenders to extend such credit are conditioned uponundersigned, among other thingsCRESTWOOD MIDSTREAM PARTNERS LP, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant refers to the Credit Agreement Agreement, and is willing hereby gives you notice that, pursuant to execute Section 2.11 of the Credit Agreement, the undersigned intends to make a prepayment of a Revolving Facility Borrowing in [ABR Loans or Eurodollar Loans], in the amount of $ (1). (1) Please provide reasonably detailed calculation of the amount of prepayment. Very truly yours, CRESTWOOD MIDSTREAM PARTNERS LP By: CRESTWOOD MIDSTREAM GP LLC, its General Partner By: Name: Title: Xxxxx Fargo Bank, National Association as Administrative Agent [and deliver this Agreement in order to induce Issuing Bank] for the Lenders referred to extend such creditbelow 0000 Xxxx X.X. Xxxxxx Blvd. AccordinglyMAC D1109-019 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Securities Admin Services Analyst Ladies and Gentlemen: Reference is made to the Amended and Restated Credit Agreement dated as of September 30, 2015 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the parties hereto agree “Credit Agreement”), among CRESTWOOD MIDSTREAM PARTNERS LP, a limited partnership organized under the laws of Delaware (“Borrower”), the LENDERS party thereto from time to time, XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Xxxxx Fargo”), as followsAdministrative Agent, Xxxxx Fargo, as Collateral Agent, CITIBANK, N.A., BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as Co-Syndication Agents and BARCLAYS BANK PLC, XXXXXX XXXXXXX SENIOR FUNDING, INC., RBC CAPITAL MARKETS and SUNTRUST BANK, as Co-Documentation Agents. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes a Borrowing Request of the Borrower and the Borrower hereby requests Borrowings under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to such Borrowings requested hereby: For a Revolving Facility Borrowing or issuance of Revolving Letter of Credit, (A) Borrower [and Name of Account Party](1): (B) Aggregate or Face Amount of Borrowing: $ (C) Date of Borrowing (which shall be a Business Day): (D) Type of Borrowing (ABR, Eurodollar, or Revolving Letter of Credit): (E) Interest Period (if a Eurodollar Borrowing):(2) (1) If Borrower requests that a letter of credit be issued on behalf of another Loan Party. (2) Which must comply with the definition of “Interest Period” and end not later than the Revolving Facility Maturity Date. (F) [Location and number of the Borrower’s account or any other account agreed upon by the Administrative Agent] [Beneficiary (if a Revolving Letter of Credit)(3)]: (G) Expiry date (if a Revolving Letter of Credit)(4): For a Borrowing of Incremental Term Loans, (A) Aggregate Amount of Borrowing: $ (B) Type of Borrowing (ABR or Eurodollar): (C) Interest Period (if a Eurodollar Borrowing):(5) (D) Location and number of the Borrower’s account or any other account agreed upon by the Administrative Agent:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, 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 transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]Xxxxxx Xxxxxxx Senior Funding, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHInc., as Administrative Agent (the “Administrative Agent”), on behalf of for the Lenders under party to the Credit Agreement referred to belowbelow 0 Xxxxxxxxxx Xxxxx 0xx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Agency Team Ladies and Gentlemen: The undersigned, FitBit, Inc. (the “Borrower”), refers to the Revolving Credit and Guaranty Agreement, dated as of August 13, 2014 (as it may be amended, restated, amended and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement,” the terms defined therein and not otherwise defined herein being used herein as therein defined), among the Borrower, the Guarantors party thereto, the Lenders party thereto (each a “Lender” and collectively, the “Lenders”), Xxxxxx Xxxxxxx Senior Funding, Inc., as Collateral Agent, the other agents named therein, Xxxxxx Xxxxxxx Bank, N.A., as Issuing Bank and Swing Line Lender, and you, as the Administrative Agent for the Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.5 of the Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.5 of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is , 20 .3 (ii) The aggregate principal amount of the Proposed Borrowing is [—]4. (iii) The Proposed Borrowing is to consist of [ABR Loans] [Eurodollar Loans]. (iv) The initial Interest Period for the Proposed Borrowing is [one/two/three/six months].] (v) The location and number of the account or accounts to which funds are to be disbursed is as follows: [Insert location and number of the account(s)] 3 Shall be a Business Day at least one Business Day in the case of ABR Loans and at least three Business Days in the case of Eurodollar Loans, in each case, after the date hereof, provided that any such notice shall be deemed to have been given on a certain day only if given before 12 Noon (New York City time) in the case of ABR Loans or before 11:00 a.m. (New York City time) in the case of Eurodollar Loans, on such day. 4 Such amount to be stated in Dollars. The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing: (A) the representations and warranties of the Borrower set forth in the Credit Agreement and in the other Loan Documents are and will be true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct in all respects) on and as of the date of the Proposed Borrowing, except that (i) for purposes of this Borrowing Request, the representations and warranties contained in Section 3.4(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.1 of the Credit Agreement and (ii) to the extent that such representations and warranties specifically refer to an earlier date, they were true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct in all respects) as of such earlier date; (B) at the time of and immediately after giving effect to the Proposed Borrowing, no Default or Event of Default has occurred and is continuing; and (C) after giving effect to such Proposed Borrowing, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1 of the Credit Agreement shall not exceed the maximum Consolidated Total Leverage Ratio permitted under Section 6.12 of the Credit Agreement for such period. The Borrower has caused this Borrowing Request to be executed and delivered by its duly authorized officer as of the date first written above. Very truly yours, FITBIT, INC. By: Name: Title: Reference is made to the Revolving Credit Agreement and Guaranty Agreement, dated as of June 18August 13, 2014 (as it may be amended, restated, amended and restated, modified, extended and/or supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among FitBit, Inc., a Delaware corporation (the Company“Borrower”), the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries Guarantors from time to time party thereto, the Lenders from time to time party theretothereto (the “Lenders”), Xxxxxx Xxxxxxx Senior Funding, Inc., as the Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent, Deutsche Bank AG New York Branch, ”) and as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Collateral Agent, the other agents named therein and Bank of AmericaXxxxxx Xxxxxxx Bank, N.A., as an Issuing BankBank and Swing Line Lender. The Lenders have agreed Pursuant to extend credit Section 2.4 of the Credit Agreement, the Borrower desires a Letter of Credit to the Borrowers subject to be issued in accordance with the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement on [—] (the “Credit Date”) in order to induce an aggregate face amount of $[ , , ]. Attached hereto for each such Letter of Credit are the Lenders to extend following: (a) the stated amount of such credit. Accordingly, the parties hereto agree as follows:Letter of Credit;

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 other electronic transmission (including 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. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHXxxxxxx Xxxxx Bank USA, as Administrative Agent (the “Administrative Agent”), on behalf of for the Lenders under the Credit Agreement referred to below. below 0000 Xxxxxxxxxx Xxxxx Xxxxxx, Xxxxx 00000 Attention: Agency Operations Fax: (000) 000-0000 Email: xx-xxxxxx-Xxxxxxxxxxx@xx.xxx [·] [·], 20[·](14) Ladies and Gentlemen: Reference is hereby made to the that certain First Lien Credit Agreement dated as of June 18May 14, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to timeand in effect on the date hereof, the “First Lien Credit Agreement”), among by and among, inter alios, Xxxxxxxx Intermediate, Inc., a Delaware corporation, as Holdings, Xxxxxxxx Corporation, a Delaware corporation, as the CompanyTop Borrower, and the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time Borrowers party thereto, the Lenders from time to time party thereto, Xxxxxxx Sachs Bank USA, in its capacities as the Administrative Agentswingline lender and as administrative agent and collateral agent for the Lenders and Royal Bank of Canada as the issuing bank. Terms defined in the First Lien Credit Agreement are used herein with the same meanings unless otherwise defined herein. The undersigned hereby gives you notice pursuant to Section 2.03 of the First Lien Credit Agreement that it requests the Borrowings under the First Lien Credit Agreement to be made on [·] [·], Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent20[·], and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to in that connection sets forth below the terms and conditions set forth in on which the Credit Agreement. The obligations of the Lenders Borrowings are requested to extend such credit are conditioned uponbe made: (A) Borrower [Xxxxxxxx Parent, among other thingsInc.](15) [Xxxxxxxx Corporation](16) [Bluefin Tuna Merger Sub, the execution and delivery of this Agreement. Each of the Guarantors (as defined belowInc.](17) is a Subsidiary of the Company and an affiliate of the Borrowers[iHealth Technologies, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. AccordinglyInc.](18) [Bluefin Tuna Finance Sub 1, the parties hereto agree as follows:Inc.](19) [Xxxxxxxx International Holdings, Inc.](20) [Bluefin Tuna Finance Sub 2, Inc.](21) [Xxxxxxxx, LLC.](22)

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 email or telecopy (or other electronic transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]JPMORGAN CHASE BANK, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHN.A., as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. below Xxxxx X0 Xxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Email: Xxxxxxx.Xxxxxxx@xxxxxxxx.xxx Xxx.xxxxxx.xxx@xxxxxxxx.xxx Ladies and Gentlemen: Reference is hereby made to the Credit Agreement dated as of June 18August 16, 2014 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Companyfrontdoor, inc., a Delaware corporation (together with its successors and assigns, the Initial Borrowing Subsidiaries “Borrower”), the several banks and other Borrowing Subsidiaries financial institutions from time to time party thereto, parties thereto (the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing “Lenders”) and JPMorgan Chase Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bankadministrative agent for the Lenders, as collateral agent for the Secured Parties, as swing line lender and as issuing bank. The Lenders Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have agreed the meanings given to extend credit to the Borrowers subject to the terms and conditions set forth them in the Credit Agreement. The obligations This notice constitutes a Borrowing Request and the Borrower hereby gives you notice, pursuant to subsection 2.3 of the Lenders Credit Agreement, that it requests a Borrowing under the Credit Agreement, and the Borrower specifies the following information with respect to such Borrowing: (A) Aggregate principal amount of Borrowing:(1) $ (B) Date of Borrowing (which is a Business Day): (C) Type of Borrowing:(2) (D) Interest Period:(3) (E) Location and number of the Borrower’s account to which proceeds of the requested Borrowing are to be disbursed: [NAME OF BANK] (Account No.: )] (1) Must comply with subsection 2.3(b)(ii) of the Credit Agreement. (2) Specify ABR Borrowing, Eurodollar Borrowing or a combination thereof. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. (3) Applicable to Eurodollar Borrowings only. Shall be subject to the definition of “Interest Period” and can be a period of one, two, three or six months (or, with the consent of each Lender, 12 months). Cannot extend such credit are conditioned uponbeyond the Maturity Date. If an Interest Period is not specified, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Very truly yours, [BORROWER], by Name: Title: Dated [ ](1) JPMORGAN CHASE BANK, N.A., as Issuing Bank and as Administrative Agent, under the Credit Agreement, dated as of August 16, 2018 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among other thingsfrontdoor, inc., a Delaware corporation (together with its successors and assigns, the execution “Borrower”), the several banks and delivery of this Agreement. Each of other financial institutions from time to time parties thereto (the Guarantors “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as collateral agent for the Secured Parties (as defined below) is therein), as swing line lender and as an issuing bank (in such capacity, an “Issuing Bank”). Issuing Bank: with a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as followscopy to:

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 one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of aggregate but one and the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreementsame document. Each of the Guarantors (as defined below) is a Subsidiary of the Company individual executing this Agreement represents and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing warrants that such individual has been duly authorized to execute and deliver this Agreement in order the capacity and for the entity set forth where he signs. LANDLORD AND TENANT have executed this Agreement on the respective dates set forth below, to induce be effective as of the Lenders date first set forth above. REEF FLATIRON LLCa Washington limited liability company By: Washington Capital Management, Inc. Its: Manager By: /s/ Xxxxx Xxxx Xxxxx Xxxx Its: Asset Manager Date 6/20/2016 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 [Information included in this Schedule has been omitted in accordance with Item 601(a)(5) of Regulation S-K] [Information included in this Schedule has been omitted in accordance with Item 601(a)(5) of Regulation S-K] THIS CONSENT TO SUBLEASE (this “Consent”) is executed as of June 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 extend such creditthe Lease dated January 17, 2014, as amended (the “Master Lease”), respecting the Premises therein described. AccordinglyTenant desires to sublease all of the Premises (the “Sublease Premises”) to CWB HOLDINGS, INC., a Colorado corporation (“Subtenant”) in accordance with the parties hereto agree as follows:terms of the foregoing, attached Sublease (the “Sublease”). Tenant and Subtenant request Landlord’s consent to the Sublease. Capitalized terms herein which are not defined shall have the definitions contained in the Master Lease.

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 other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkYork without reference to its conflict of laws other than Section 5-1401 of the New York General Obligations Law. SUBSIDIARY GUARANTEE AGREEMENT [***] 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 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. ACCOUNT PARTY: Sunrun Aurora Portfolio 2014-A, LLC 000 Xxxxxx Xx., 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attn: General Counsel BENEFICIARY: OneWest Bank N.A. as Collateral Agent 0000 Xxxxxxxx Xxx., Xxxxx 000 Xxxxx Xxxxxx, XX 00000 Attn: Xxxxxxx Xxxx / Xxxxxxx Xxxxx Dear Beneficiary: At the request of and for the account of Sunrun Aurora Portfolio 2014-A, LLC, a Delaware limited liability company (“Account Party”), we, KeyBank National Association (“KeyBank”), hereby establish in your favor, pursuant to that certain Credit Agreement, dated as of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18December 31, 2014 (as amended, restated, amended and restated, or otherwise modified, supplemented or otherwise modified from time to timereplaced, the “Credit Agreement”), by and among the CompanyAccount Party, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries financial institutions from time to time party theretothereto as lenders (collectively, the “Lenders”), and Investec Bank plc, as Administrative Agent for the Lenders from time to time party thereto(in such capacity, together with its successors and permitted assigns, the “Administrative Agent”), Deutsche Bank AG New York Branchour Irrevocable Transferable Standby Letter of Credit No. [ ] (this “Letter of Credit”) whereby, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions contained herein, you are hereby irrevocably authorized to draw on KeyBank National Association, by your draft or drafts at sight, up to an aggregate amount not to exceed the Dollar amount for the relevant time period set forth on Schedule 1 hereto, which amount shall not exceed $7,900,000.00 (Seven Million Nine Hundred Thousand and 00/100 United States Dollars) (such amount, as it may be reduced in accordance with the terms hereof, the “Stated 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 Credit Agreementform of Exhibit A (a “Sight Draft”), appropriately completed and executed by your authorized officer and (b) a certificate in the form of Exhibit B (a “Certificate”), appropriately completed and executed by your authorized officer. [***] Confidential treatment has been requested for the bracketed portions. The obligations confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Presentation of any Sight Draft and Certificate shall be made at our office located at KeyBank National Association, Standby Letter of Credit Services, Mail Code: OH-01-49-1003, 0000 Xxxxxxxx Xxxx, Cleveland, Ohio 44144-2302. We hereby agree with you that any Sight Draft and Certificate drawn under and in compliance with the terms of this Letter of Credit shall be duly honored by us upon delivery, if presented on or before our close of business on the Expiration Date at our office specified above. Provided that a compliant drawing is presented by 12:00 p.m., Eastern Standard time, on any Business Day, payment shall be made to you of the Lenders amount specified in the applicable Sight Draft, not to extend such credit are conditioned uponexceed the Stated Amount, among other thingsin immediately available funds, not later than 11:00 a.m., Eastern Standard time, on the execution and delivery of this Agreementsecond following Business Day. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the BorrowersA compliant drawing presented after 12:00 p.m, Eastern Standard time on any Business Day, will derive substantial benefits from be paid on the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:third following Business Day.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery 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 (or other electronic transmission (including by .pdf)) any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ], 2014 A. LOAN DOCUMENTS 1. Loan Agreement (the “Loan Agreement”) by and among MOLSON COORS BREWING COMPANYDENTSPLY International Inc., a Delaware corporation (the “CompanyBorrower”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries institutions from time to time party to the Credit Agreement, parties thereto as Lenders (the “BorrowersLenders”)) and The Bank of Tokyo-Mitsubishi UFJ, each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHLtd., in its capacity as Administrative Agent for itself and the other Lenders (the “Administrative Agent”), on behalf evidencing a term loan facility to the Borrower from the Lenders in an aggregate principal amount of JPY 12,552,500,000. Schedule 2.01 -- Commitments Schedule 6.04 -- Existing Debt Exhibit A -- Form of Assignment and Assumption Exhibit B -- Form of Opinion of General Counsel to Borrower Exhibit C -- [Intentionally Omitted] Exhibit D -- [Intentionally Omitted] Exhibit E -- List of Closing Documents Exhibit F -- [Intentionally Omitted] Exhibit G-1 -- Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships) Exhibit G-2 -- Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships) Exhibit G-3 -- Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships) Exhibit G-4 -- Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships) Exhibit H -- Form of Borrowing Request Exhibit I -- Form of Receipt 2. Receipt executed by the Borrower pursuant to Section 2.10(e) of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Loan Agreement”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. To: Xxxxx Fargo Bank, National Association as Administrative Agent 0000 X XX Xxxxxx Blvd. Charlotte, NC 28262 Mail Code D1109-019 Attention: Xxxxxx XxXxxxx Telephone: 000-000-0000 Email: Xxxxxx.xxxxxxx@xxxxxxxxxx.xxx Ladies and Assumption shall be governed byGentlemen: Reference is made to that certain Revolving Credit Agreement, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]December 5, 2014 among MOLSON COORS BREWING COMPANY(as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time in accordance with its terms, the “Agreement”; the terms defined therein being used herein as therein defined), by and among, Columbia Pipeline Partners LP, a Delaware limited partnership (the “Borrower”), NiSource Inc., a Delaware corporation (the “CompanyNiSource”), MOLSON COORS BREWING COMPANY Columbia Pipeline Group, Inc., a Delaware corporation (UK) LIMITED“CPG”), MOLSON CANADA 2005CPG OpCo LP, MOLSON COORS CANADA INC. a Delaware limited partnership (“OpCo”), Columbia Energy Group, a Delaware corporation (“Columbia”), CPG OpCo GP LLC, a Delaware limited liability company (“OpCo GP”, and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company NiSource, CPG, OpCo and other Borrowing Subsidiaries from time to time party to the Credit AgreementColumbia, the “BorrowersGuarantors”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHLenders party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent the administrative agent (in such capacity, the “Administrative Agent”), on behalf and the other parties thereto. The Borrower hereby requests a Revolving Borrowing, as follows: 1. In the aggregate amount of $ . 2. On , 201 (a Business Day). 3. Comprised of [an ABR] [a Eurodollar] Borrowing. [4. With an Interest Period of months.]4 [4][5]. The Borrower’s account to which funds are to be disbursed is: Account Number: Location: This Borrowing Request and the Revolving Borrowing requested herein comply with the Agreement, including Sections 2.01(a), 2.02, 3.02 and 3.03 of the Lenders under the Credit Agreement referred to belowAgreement. 4 Insert if a Eurodollar Borrowing. COLUMBIA PIPELINE PARTNERS LP By: CPP GP LLC, its general partner By: Name: Title: To: [ ], as LC Bank [ ] cc: Xxxxx Fargo Bank, National Association as Administrative Agent 0000 X XX Xxxxxx Blvd. Charlotte, NC 28262 Mail Code D1109-019 Attention: Xxxxxx XxXxxxx Telephone: 000-000-0000 Email: Xxxxxx.xxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the that certain Revolving Credit Agreement Agreement, dated as of June 18December 5, 2014 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries in writing from time to time in accordance with its terms, the “Agreement”; the terms defined therein being used herein as therein defined), by and among, Columbia Pipeline Partners LP, a Delaware limited partnership (the “Borrower”), NiSource Inc., a Delaware corporation (“NiSource”), Columbia Pipeline Group, Inc., a Delaware corporation (“CPG”), CPG OpCo LP, a Delaware limited partnership (“OpCo”), Columbia Energy Group, a Delaware corporation (“Columbia”), CPG OpCo GP LLC, a Delaware limited liability company (“OpCo GP”, and together with NiSource, CPG, OpCo and Columbia, the “Guarantors”), the Lenders party thereto, Xxxxx Fargo Bank, National Association, as the Lenders administrative agent (in such capacity, the “Administrative Agent”), and the other parties thereto. The Borrower hereby requests a Letter of Credit extension by the LC Bank listed above, as follows: 1. [An issuance of a new Letter of Credit in the amount of $[ ]] [an amendment to existing Letter of Credit No. [ ] issued by such LC Bank]. 2. On , 201 (a Business Day). This request for a Letter of Credit extension complies with the Agreement, including Sections 2.04, 3.02 and 3.03 of the Agreement. COLUMBIA PIPELINE PARTNERS LP By: CPP GP LLC, its general partner By: Name: Title: FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Revolving Credit Agreement, dated as of December 5, 2014 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time in accordance with its terms, the “Agreement”; the terms defined therein being used herein as therein defined), by and among, Columbia Pipeline Partners LP, a Delaware limited partnership (the “Borrower”), NiSource Inc., a Delaware corporation (“NiSource”), Columbia Pipeline Group, Inc., a Delaware corporation (“CPG”), CPG OpCo LP, a Delaware limited partnership (“OpCo”), Columbia Energy Group, a Delaware corporation (“Columbia”), CPG OpCo GP LLC, a Delaware limited liability company (“OpCo GP”, and together with NiSource, CPG, OpCo and Columbia, the “Guarantors”), the Lenders party thereto, Xxxxx Fargo Bank, National Association, as the administrative agent (in such capacity, the “Administrative Agent”), and the other parties thereto. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under the Agreement from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit ’s office pursuant to the Borrowers terms of the Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Revolving Note is one of the promissory notes referred to in Section 2.10(e) of the Agreement, is one of the Credit Documents, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions set forth provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. COLUMBIA PIPELINE PARTNERS LP By: CPP GP LLC, its general partner By: Name: Title: To: Xxxxx Fargo Bank, National Association as Administrative Agent 0000 X XX Xxxxxx Blvd. Charlotte, NC 28262 Mail Code D1109-019 Attention: Xxxxxx XxXxxxx Telephone: 000-000-0000 Email: Xxxxxx.xxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to that certain Revolving Credit Agreement, dated as of December 5, 2014 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time in accordance with its terms, the “Agreement”; the terms defined therein being used herein as therein defined), by and among, Columbia Pipeline Partners LP, a Delaware limited partnership (the “Borrower”), NiSource Inc., a Delaware corporation (“NiSource”), Columbia Pipeline Group, Inc., a Delaware corporation (“CPG”), CPG OpCo LP, a Delaware limited partnership (“OpCo”), Columbia Energy Group, a Delaware corporation (“Columbia”), CPG OpCo GP LLC, a Delaware limited liability company (“OpCo GP”, and together with NiSource, CPG, OpCo and Columbia, the “Guarantors”), the Lenders party thereto, Xxxxx Fargo Bank, National Association, as the administrative agent (in such capacity, the “Administrative Agent”), and the other parties thereto. The obligations This Interest Election Request is delivered to you pursuant to Section 2.06 of the Lenders to extend such credit are conditioned upon, among other things, the execution Agreement and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit relates to the Borrowers pursuant to following: 1. ¨ A conversion of a Borrowing ¨ A continuation of a Borrowing (select one). 2. In the Credit Agreement and aggregate principal amount of $ . 3. which Borrowing is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordinglybeing maintained as a [ABR Revolving Borrowing] [Eurodollar Revolving Borrowing with an Interest Period ending on , the parties hereto agree as follows:201 ].

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 The provisions of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”), Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Assumption may be executed in any number Section 7.10 (“Waiver of counterpartsJury Trial”) are incorporated herein by reference, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed bymutatis mutandis, and construed in accordance withthe parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, the law of the State of 00xx Floor New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ , New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 2014 among MOLSON COORS BREWING COMPANY20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “CompanyBorrower”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made refers to the Credit Agreement dated as of June 18September 22, 2014 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the CompanyBorrower, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries Lenders party thereto from time to time party theretotime, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York BranchAres Capital Corporation, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A.Ares Capital Management LLC, as an Issuing BankLead Arranger and Bookrunner. The Lenders Capitalized terms used herein and not otherwise defined herein shall have agreed the meanings assigned to extend credit to the Borrowers subject to the such terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is willing requested to execute be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and deliver this Agreement in order the last day thereof8] [ ] (E) Funds are requested to induce the Lenders be disbursed to extend such creditXxxxxxxx’s account as follows (Account No. Accordingly, the parties hereto agree as follows:[ ])9

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 (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (** Capitalized terms used herein and not otherwise defined herein shall have the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time meanings assigned to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to such terms in the Credit Agreement dated as of June 18March 30, 2014 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Sabre Inc. (the Company“Borrower”), the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative AgentSabre Holdings Corporation (“Holdings”), Deutsche Bank AG New York Branch, as an Issuing Bankadministrative agent (in such capacity, Deutsche Bank AGthe “Administrative Agent”), Canada BranchSwing Line Lender and L/C Issuer, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”). NAME OF LENDER: CREDIT SUISSE DOLLAR SENIOR LOAN FUND, LTD. By: Credit Suisse Asset Management, LLC, as Canadian Administrative Agentinvestment manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 1,995,000.00 NAME OF LENDER: MADISON PARK FUNDING III, and Bank of AmericaLTD. By: Credit Suisse Asset Management, N.A.LLC, as collateral manager Executing as an Issuing BankCONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 301,487.56 NAME OF LENDER: MADISON PARK FUNDING V, LTD. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the By: Credit AgreementSuisse Asset Management, LLC, as collateral manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 266,200.44 NAME OF LENDER: MADISON PARK FUNDING IV, LTD. The obligations By: Credit Suisse Asset Management, LLC, as collateral manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of the Lenders to extend such credit are conditioned uponExisting Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 1,496,250.00 NAME OF LENDER: MADISON PARK FUNDING VI, among other thingsLTD. By: Credit Suisse Asset Management, the execution and delivery LLC, as collateral manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of this AgreementExisting Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 266,200.44 NAME OF LENDER: QUALCOMM GLOBAL TRADING PTE. Each LTD. By: Credit Suisse Asset Management, LLC, as investment manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of the Guarantors Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 3,990,000.00 NAME OF LENDER: RAYTHEON MASTER PENSION TRUST By: Credit Suisse Asset Management, LLC, as investment manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 997,500.00 NAME OF LENDER: CSAM FUNDING III Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 454,501.58 NAME OF LENDER: MADISON PARK FUNDING II, LTD. By: Credit Suisse Asset Management, LLC, as collateral manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 393,783.34 NAME OF LENDER: APIDOS CLO X Executing as an CONVERTING LENDER: By: Its Collateral Manager CVC Credit Partners, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: MD/PM For any Lender requiring a second signature line: By: n/a Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments New Term Loan Extended $ 421,402.50 NAME OF LENDER: APIDOS CLO XI Executing as an CONVERTING LENDER: By: Its Collateral Manager CVC Credit Partners, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: MD/PM For any Lender requiring a second signature line: By: n/a Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments New Term Loan Extended $ 421,402.44 By: CypressTree Investment Management, LLC, its Collateral Manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Extended Term Loan $ 2,397,043.26 NAME OF LENDER: FLAGSHIP CLO III Executing as a CONSENTING NON-CONVERTING LENDER: By: Deutsche Investment Management Americas, Inc. (as defined below) is successor in interest to Deutsche Asset Management, Inc.), As Collateral Manager By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Managing Director For any Lender requiring a Subsidiary second signature line: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director NAME OF LENDER: FLAGSHIP CLO IV Executing as a CONSENTING NON-CONVERTING LENDER: By: Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.), As Collateral Manager By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Managing Director For any Lender requiring a second signature line: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director NAME OF LENDER: FLAGSHIP CLO V Executing as an CONVERTING LENDER: By: Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.), As Collateral Manager By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Managing Director For any Lender requiring a second signature line: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director Class of the Company and Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Term Loan Extended $ 4,712,500.01 NAME OF LENDER: FLAGSHIP CLO VI Executing as an affiliate CONVERTING LENDER: By: Deutsche Investment Management Americas, Inc. As Collateral Manager By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Managing Director For any Lender requiring a second signature line: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director Class of the BorrowersExisting Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Term Loan Extended $ 4,712,500.01 By: Deerfield Capital Management LLC, will derive substantial benefits from the extension its Collateral Manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory Class of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. AccordinglyExisting Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Extended Term Loan $ 3,326,034.35 By: Deerfield Capital Management LLC, the parties hereto agree its Collateral Manager Executing as follows:an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Extended Term Loan $ 4,038,155.41 By: Deerfield Capital Management LLC, its Collateral Manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Extended Term Loan $ 1,784,673.94 By: Deerfield Capital Management LLC, its Collateral Manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Extended Term Loan $ 3,266,489.37 By: Deerfield Capital Management LLC, its Collateral Manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Extended Term Loan $ 2,132,088.67 NAME OF LENDER: DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH Executing as an CONVERTING LENDER: By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Assistant Vice President For any Lender requiring a second signature line: By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Assistant Vice President Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Term Loans $ 28,385,252.41 Executing as an CONVERTING LENDER: By: Deutsche Investment Management Americas, Inc. Investment Advisor By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Managing Director For any Lender requiring a second signature line: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Term Loan Extended $ 12,897,368.42 Executing as an CONVERTING LENDER: By: Deutsche Investment Management Americas, Inc. As Collateral Manager By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Managing Director For any Lender requiring a second signature line: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Term Loan Extended $ 489,610.39 By: Xxxxx Xxxxx Management as Investment Advisor Executing as an CONVERTING LENDER: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments New Extended Initial TL $ 829,820.19 By: Silvermine Capital Management LLC As Portfolio Manager Executing as an CONVERTING LENDER: By: /s/ Xxxxx Xxxx-Xxxxxx Name: Xxxxx Xxxx-Xxxxxx Title: Analyst For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 5,259,273.48 NAME OF LENDER: ECP CLO 2012-4, LTD By: Silvermine Capital Management Executing as an CONVERTING LENDER: By: /s/ Xxxxx Xxxx-Xxxxxx Name: Xxxxx Xxxx-Xxxxxx Title: Analyst For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 1,832,980.60 By: Crescent Capital Group LP, its sub-adviser Executing as an CONVERTING LENDER: By: /s/ Meric Topbas Name: Meric Topbas Title: Senior Vice President By: /s/ G. Xxxxx Xxxxxx Name: G. Xxxxx Xxxxxx Title: Senior Vice President February 2012 August 2012 $ 698,250.00 NAME OF LENDER: Xxxxx Street CLO, Ltd. Executing as an CONVERTING LENDER: By: /s/ Xxxxx X’Xxxx Name: Xxxxx X’Xxxx Title: Portfolio Manager For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 3,394,447.53 NAME OF LENDER: Xxxxxxx Place CLO, Ltd. Executing as an CONVERTING LENDER: By: /s/ Xxxxx X’Xxxx Name: Xxxxx X’Xxxx Title: Portfolio Manager For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 1,445,424.84 NAME OF LENDER: Lime Street CLO, Ltd. Executing as an CONVERTING LENDER: By: /s/ Xxxxx X’Xxxx Name: Xxxxx X’Xxxx Title: Portfolio Manager For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 3,998,289.61

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 transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]Xxxxxx Xxxxxxx Senior Funding, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHInc., as Administrative Agent 0 Xxxxxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Agency Team Telecopy: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxxxxx.xxx [Date] Ladies and Gentlemen: The undersigned, CF Industries, Inc. (the “Administrative AgentBorrower”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made refers to the Amended and Restated Revolving Credit Agreement Agreement, dated as of June 18May 1, 2014 2012 and amended and restated as of April 22, 2013 (as the same may be amended, restated, amended and restated, modified, extended and/or supplemented or otherwise modified from time to time, the “Credit Agreement”,” the capitalized terms defined therein being used herein as therein defined), among the CompanyBorrower, CF Industries Holdings, Inc., as Holdings, the Initial Borrowing Subsidiaries lenders from time to time party thereto (collectively, the “Lenders”), Xxxxxx Xxxxxxx Bank, N.A. and the Bank of Tokyo-Mitsubishi UFJ, Ltd., as Issuing Banks, the other Borrowing Subsidiaries parties from time to time party thereto, and you, as administrative agent for the Lenders from time to time party thereto, (the “Administrative Agent”), Deutsche Bank AG and hereby gives you notice, irrevocably, pursuant to Section 2.3 of the Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”), as required by Section 2.3 of the Credit Agreement: (i) The aggregate principal amount of the Proposed Borrowing is $[ ]. (ii) The Business Day of the Proposed Borrowing is [ , 20 ].(2) (iii) The Proposed Borrowing is to consist of [ABR Loans][Eurodollar Loans]. (1) Such amount to be stated in Dollars. (2) Shall be a Business Day at least one Business Day in the case of ABR Loans (or same day notice in the case of Swingline Loans) and at least three Business Days in the case of Eurodollar Loans, in each case, after the date hereof; provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 noon (New York BranchCity time) in the case of ABR Loans or before 11:00 a.m. (New York City time) in the case of Eurodollar Loans, on such day. (iv) The initial Interest Period for each Eurodollar Loan made as an Issuing Bank, Deutsche part of the Proposed Borrowing is [one/two/three/six months][insert period less than one month or greater than six months](3).] (v) Funds for the Proposed Borrowing should be disbursed as follows: Account Name: [ ] Bank AG, Canada Branch, as Canadian Administrative AgentName: [ ] Bank Location: [ ] ABA No.: [ ] Account Number: [ ] The undersigned hereby certifies that the following statements are true on the date hereof, and Bank will be true on the date of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to Proposed Borrowing: (A) the terms representations and conditions warranties of the Borrower set forth in the Credit Agreement. The obligations Agreement and in the other Loan Documents are and will be true and correct, on and as of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each date of the Guarantors Proposed Borrowing, except that (as defined belowi) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant extent that such representations and warranties specifically refer to an earlier date, they were true and correct in all material respects as of such earlier date and (ii) any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language is and will be true and correct in all respects; and (B) at the time of and immediately after giving effect to the Credit Agreement Proposed Borrowing, no Default or Event of Default has occurred and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:continuing.

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 other electronic transmission (including by email as a “.pdf)) ’ or “.tiff’ 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. SUBSIDIARY GUARANTEE AGREEMENT The Administrative Agent, acting as a non-fiduciary agent of the US Borrower, shall record this Assignment and Assumption in the Register as of the Effective Date. Bank of America, N.A. Four Penn Center 1000 XXX Xxxx. Xxxxxxxxxxxx, XX 00000 Attn: Cxxxxxx Xxxxx Facsimile: 200-000-0000 Email: Cxxxxxx.xxxxxxxxx@xxxx.xxx [●] [●], 20[●]10 Ladies and Gentlemen: Reference is hereby made to that certain ABL Credit Agreement, dated as of [ ]August 4, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 2017 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to timetime and in effect on the date hereof, the “Credit Agreement”), by and among Hayward Industries, Inc., a New Jersey corporation (as survivor of the CompanyMerger (as defined in the Credit Agreement) with Hayward Acquisition Corp., a New Jersey corporation) (the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto“US Borrower”), Hayward Pool Products Canada, Inc. / Produits De Piscines Hayward Canada, Inc., a Canadian federal corporation (the “Canadian Borrower”), Hayward Intermediate, Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party theretothereto including, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., N.A. in its capacities as an Issuing Bankadministrative agent and collateral agent (the “Administrative Agent”). The Lenders have agreed undersigned hereby gives you notice pursuant to extend credit Section 2.03 of the Credit Agreement that it requests the Borrowings under the Credit Agreement to be made on [●] [●], 20[●], and in that connection sets forth below the terms on which the Borrowings are requested to be made: (A) Borrower [●] 10 For Borrowings after the Closing Date, must be in writing, which must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tiff”)) not later than (i) 2:00 p.m. three (3) Business Days prior to the Borrowers subject requested day of any Borrowing of LIBO Rate Revolving Loans or CDOR Revolving Loans (or two Business Days in the case of any Borrowing of LIBO Rate Revolving Loans denominated in Dollars to be made on the Closing Date), (ii) four (4) Business days prior to the terms requested day of any Borrowing of LIBO Rate Revolving Loans denominated in a currency other than Dollars (or one Business Day in the case of any Borrowing of LIBO Rate Revolving Loans denominated in a currency other than Dollars to be made on the Closing Date) or (iii) by 12:00 p.m. (Noon) on the requested date of any Borrowing of ABR Revolving Loans, Canadian Base Rate Revolving Loans or Canadian Prime Rate Revolving Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request LIBO Rate Revolving Loans or CDOR Revolving Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the applicable Borrower (or the Lead Borrower on its behalf) must be received by the Administrative Agent not later than 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing (or such later time as shall be reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and conditions determine whether the requested Interest Period is acceptable to them and (B) not later than 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, the Administrative Agent shall notify the applicable Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. (B) Date of Borrowing (which shall be a Business Day) [●] (C) Aggregate Amount of Borrowing11 $[●] (D) Currency of Borrowing [●] (E) Type of Borrowing12 [●] (F) Class of Borrowing [●] (G) Interest Period13 (in the case [●] of a LIBO Rate Borrowing or CDOR Borrowing) (H) Amount, Account Number and Location Amount $[●] Bank: [●] ABA No.: [●] Account No.: [●] Account Name: [●] [The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Requested Borrowing: (A) The representations and warranties of the Loan Parties set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of the Borrowing with the same effect as though such representations and warranties had been made on and as of the date of such Borrowing; provided that (A) to the extent that any representation and warranty specifically refers to a given date or period, it is true and correct in all material respects as of such date or for such period and (B) if any such representation is qualified by or subject to a Material Adverse Effect or other “materiality” qualification, such representation is true and correct (after giving effect to any qualification therein) in all respects on such date. (B) At the time of and immediately after giving effect to the Borrowing, no Default or Event of Default exists.]14 11 Subject to Section 2.02(c) of the Credit Agreement. The obligations 12 State whether a LIBO Rate Borrowing, ABR Borrowing CDOR Borrowing or Canadian Prime Rate Borrowing. If, with respect to Revolving Loans denominated in Canadian Dollars, no Type of Borrowing is specified, then the Lenders requested Borrowing shall be a Canadian Prime Rate Borrowing. If, with respect to extend such credit are conditioned uponRevolving Loans denominated in Dollars, among other thingsno Type of Borrowing is specified, then the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and requested Borrowing shall be an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:ABR Borrowing.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and 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 other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT JPMorgan Chase Bank, N.A. as Administrative Agent for the Lenders referred to below 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Tel: Fax: Email: Ladies and Gentlemen: Reference is hereby made to that certain Term Loan Credit Agreement, dated as of [ ]August 9, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to timeand in effect on the date hereof, the “Credit Agreement”), among the Companyby and among, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party theretointer alios, Xxxxxx Mortgage Trust, Inc., a Maryland corporation, the Lenders from time to time party theretothereto and JPMorgan Chase Bank, N.A., in its capacities as administrative agent and collateral agent. Terms defined in the Credit Agreement are used herein with the same meanings unless otherwise defined herein. The undersigned hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests Borrowings under the Credit Agreement to be made on [●] [●], 20[●], and in that connection sets forth below the terms on which such Borrowings are requested to be made: (A) Borrower Xxxxxx Mortgage Trust, Inc. 10 The Administrative Agent must be notified in writing. Such notice must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Loans (or one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 1:00 p.m. on the requested date of any Borrowing of ABR Loans (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 noon three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit Agent shall notify the Borrower whether or not the requested Interest Period is available to the Borrowers subject to the terms and conditions set forth appropriate Lenders. (B) Date of Borrowing (which shall be a Business Day) [●] [●], 20[●] (C) Aggregate Amount of Borrowing11 $[●] (D) Type of Borrowing12 [●] (E) Class of Borrowing [●] (F) Interest Period13 (in the case of a LIBO Rate Borrowing) [●] (G) Amount, Account Number and Location Amount $ [●] Bank: [●] ABA No.: [●] Account No.: [●] Account Name: [●] 11 Subject to Section 2.02(c) of Credit Agreement. The obligations 12 State whether a LIBO Rate Borrowing or ABR Borrowing. If no Type of Borrowing is specified, then the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and requested Borrowing shall be an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:ABR Borrowing.

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy (or other electronic transmission (including by .pdf)) 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 laws of the State of New YorkGeorgia. CHAR1\936505v2 THIS SUBSIDIARY GUARANTEE AGREEMENT GUARANTY AGREEMENT, dated as of [ ]February 28, 2014 2007 (the “Subsidiary Guaranty Agreement”) among MOLSON COORS BREWING COMPANYeach of the Subsidiaries (each such subsidiary individually, a Delaware “Guarantor” and collectively, the “Guarantors”) of Ruby Tuesday, Inc., a Georgia corporation (the “CompanyBorrower”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreementparties hereto, the “Borrowers”)and, each subsidiary Bank of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHAmerica, N.A., a national banking association as Administrative Agent administrative agent (the “Administrative Agent”), on behalf of ) for the Lenders under (as defined in the Credit Agreement referred to below). Reference is made to the Amended and Restated Revolving Credit Agreement dated as of June 18February 28, 2014 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the CompanyBorrower, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries lenders from time to time party thereto, thereto (the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, “Lenders”) and Bank of America, N.A., as an Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), swingline lender (in such capacity, the “Swingline Lender”) and issuing bank (in such capacity, the “Issuing Bank”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Lenders have agreed to extend credit make Loans to the Borrowers Borrower, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and upon the terms and subject to the terms and conditions set forth in specified in, the Credit Agreement. Each of the Guarantors is a direct or indirect wholly-owned Subsidiary of the Borrower and acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders, and the issuance of the Letters of Credit by the Issuing Bank. The obligations of the Lenders to extend such credit make Loans and of the Issuing Bank to issue Letters of Credit are conditioned uponon, among other things, the execution and delivery by the Guarantors of this Subsidiary Guaranty Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company As consideration therefor and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such creditmake Loans and the Issuing Bank to issue Letters of Credit, the Guarantors are willing to execute this Subsidiary Guaranty Agreement. Accordingly, the parties hereto agree as follows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkTexas. SUBSIDIARY GUARANTEE AGREEMENT To each of the Banks as defined in the Credit Agreement herein described and to Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of [ ]September 13, 2014 2016 (the “Amendment”) among MOLSON COORS BREWING COMPANY(i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (the “CompanyXxxxxxx Restaurant”), MOLSON COORS BREWING COMPANY Xxxxxxx Florida, Inc., a Delaware corporation (UK“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) LIMITEDas guarantors, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (iii) the banks party thereto (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “BorrowersBanks”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the Borrowers subject date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Amended Credit Agreement”). Capitalized terms and conditions set forth defined in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Amended Credit Agreement and is willing to execute and deliver this Agreement in order to induce are used herein with the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:same meaning unless otherwise defined herein.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS AGREEMENT AND ASSUMPTION AND ANY DISPUTE, and construed in accordance withCLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ASSUMPTION (WHETHER ARISING IN CONTRACT, the law of the State of New YorkTORT OR OTHERWISE) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, TO THE EXTENT THEY WOULD REQUIRE THE APPLICATION OF THE LAWS OF A DIFFERENT JURISDICTION. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation 1 Select appropriate representation. 2 Insert if assignment is to an Affiliated Lender (the “Company”other than an Affiliated Debt Fund), MOLSON COORS BREWING COMPANY . 3 Insert if assignment is to an Affiliated Lender (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INCother than an Affiliated Debt Fund). and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party FORM OF LIQUIDITY CERTIFICATE39 Reference is hereby made to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18February 11, 2014 2019 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to timetime in accordance with its terms, the “Credit Agreement”), by and among Invoice Cloud, Inc., a Delaware corporation (the Company“Borrower”), as successor by merger on the Closing Date to Xxxxxxx Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Xxxxxxx Midco, LLC, a Delaware limited liability company (“Holdings”), the Initial Borrowing Subsidiaries financial institutions party thereto from time to time as lenders (the “Lenders”), Ares Capital Corporation, as administrative agent and as collateral agent (in such capacities, “Administrative Agent”), and the other Borrowing Subsidiaries parties from time to time party thereto, . All capitalized terms used but not otherwise defined herein have the Lenders from time meanings given to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth them in the Credit Agreement. The obligations This certificate is being delivered pursuant to Section 6.1(g) of the Lenders to extend such credit Credit Agreement. The Borrower hereby certifies that, as of [____],40 the sum of (a) Unrestricted Cash of the Group Members plus (b) the difference between the Revolving Loan Commitment Amount and the Total Utilization of Revolving Loan Commitments meets or exceeds $4,000,000, as reflected on the attached Schedule 1. The computations set forth on the attached Schedule 1 were prepared by the Borrower in good faith. The foregoing certifications, together with the computations set forth on the attached Schedule 1, are conditioned uponmade and delivered as of the date first written above. 39 To be delivered within 30 days after the end of each month, among other thingsbeginning with the month ending March 31, 2019 through the month ending January 31, 2022. 40 To be dated as of the month end date. IN WITNESS WHEREOF, the execution and delivery of undersigned has caused this Agreement. Each certificate to be duly executed by its duly Authorized Officer as of the Guarantors (as defined below) is a Subsidiary date first set forth above. INVOICE CLOUD, INC. By: Name: Title: The sum, without duplication, of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as followsfollowing:

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 (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State same exist, they are hereby waived in full. DIV NEEDHAM 115 LLC, a Massachusetts limited liability company By: Fourth Avenue Ventures Limited Partnership, its manager By: Cendav Investment Corp., its general partner By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: President CELLDEX THERAPEUTICS, INC., a Delaware corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: SVP & CFO I, Xxxxxxx X. Xxxxxxx, President & CEO of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]CELLDEX THERAPEUTICS, 2014 among MOLSON COORS BREWING COMPANYINC., a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITEDhereby certify that by Board Meeting on September 9, MOLSON CANADA 20052015, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (approval was given for the “Initial Borrowing Subsidiaries” andCompany, together as tenant, to enter into a Second Amendment to Lease with the Company and other Borrowing Subsidiaries from time to time party DIV NEEDHAM 115 LLC, as landlord, with respect to the Credit AgreementCompany’s lease in the building located at, the “Borrowers”)known as and numbered 000-000 Xxxxxx Xxxxxx, each subsidiary 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 listed on Schedule I hereto has authority to execute and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (deliver to the “Administrative Agent”), landlord said Second Amendment to Lease on behalf of the Lenders under Corporation. Witness my hand and seal of the Credit Agreement referred to belowCorporation this 30th day of October, 2015. Reference is made to the Credit Agreement dated as /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President & CFO Tenant shall have an ongoing right of June 18, 2014 first refusal (as amended, restated, supplemented or otherwise modified from time to time, the “Credit AgreementRight of First Refusal”) to lease certain ROFR Space (hereinafter defined), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in of this Exhibit C and the Credit Agreement. The obligations existing rights of any other tenants leasing space at the Building as of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery date of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Amendment.

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 other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkYork without reference to its conflict of laws other than Section 5-1401 of the New York General Obligations Law. SUBSIDIARY GUARANTEE AGREEMENT [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Sunrun Hera Portfolio 2015-A, LLC 000 Xxxxxx Xx., 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attn: General Counsel Fax: [___________] BENEFICIARY: Deutsche Bank Trust Company Americas as Collateral Agent [60 Wall Street, 16th Floor Mail Stop: NYC60 - 1630 Xxx Xxxx, XX 00000] Attn: [___________] Fax: [___________] Dear Beneficiary: At the request of and for the account of Sunrun Hera Portfolio 2015-A, LLC, a Delaware limited liability company (the “Account Party”), we hereby establish in your favor, for the benefit of Investec Bank PLC (“Investec”), as Issuing Bank pursuant to that certain Credit Agreement, dated as of [ ]January 15, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the CompanyAccount Party, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the financial institutions as Lenders from time to time party theretothereto (each individually a “Lender” and, collectively, the “Lenders”), Investec, as administrative agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent, Deutsche Bank AG New York Branch”) and Investec, as an Issuing Bank, Deutsche Bank AGour Irrevocable Transferable Letter of Credit No. [____________] (this “Letter of Credit”) whereby, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions contained herein, you are hereby irrevocably authorized to draw on Investec, by your draft or drafts at sight, up to an aggregate amount not to exceed the Dollar amount for the relevant time period set forth on Schedule 1 hereto (such amount, as it may be reduced in accordance with the terms hereof, the “Stated Amount”). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. This Letter of Credit shall be effective immediately and shall expire on the Expiration Date (as hereinafter defined). Partial drawings on this Letter of Credit are permitted. You may draw upon this Letter of Credit at any time on or prior to the Expiration Date by presenting (a) a sight draft in the Credit Agreementform of Exhibit A (a “Sight Draft”), appropriately completed and executed by your authorized officer and (b) a certificate in the form of Exhibit B (a “Certificate”), appropriately completed and executed by your authorized officer. The obligations Stated Amount shall be reduced by the amount of any paid drawing hereunder. Presentation of any Sight Draft and Certificate shall be made at our office located at [Investec Bank PLC, 0 Xxxxxxx Xxxxxx, London, EC2V 7QP, United Kingdom]. We hereby agree with you that any Sight Draft and Certificate drawn under and in compliance with the terms of this Letter of Credit shall be duly honored by us upon delivery, if presented on or before our close of business on the Expiration Date at our office specified above. Provided that a compliant drawing is presented by 12:00 p.m., Eastern Standard time, on any Banking Day, payment shall be made to you of the Lenders amount specified in the applicable Sight Draft, not to extend such credit are conditioned uponexceed the Stated Amount, among other thingsin immediately available funds, not later than 11:00 a.m., Eastern Standard time, on the execution and delivery of this Agreementsecond following Banking Day. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the BorrowersA compliant drawing presented after 12:00 p.m, Eastern Standard time on any Banking Day, will derive substantial benefits from be paid on the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:third following Banking Day.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (facsimile or other electronic image scan transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]Citibank, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, N.A. as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. below 0000 Xxxxx Xxxx, Building #2 New Castle, Delaware 19720 Attention: Xxxxxxx Xxxxxx 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: Xxxxxxx Xxxxxx , 20 Re: MPLX OPERATIONS LLC (the “Borrower”) Reference is made to the Revolving Credit Agreement Agreement, dated as of June 18September 14, 2014 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the CompanyBorrower, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party theretoMPLX LP, a Delaware limited partnership, as Parent Guarantor, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, parties thereto and Bank of AmericaCitibank, N.A., as an Issuing BankAdministrative Agent. The Lenders have agreed to extend credit to the Borrowers subject to the Capitalized terms used herein and conditions set forth not otherwise defined herein are used herein as defined in the Credit Agreement. The obligations Borrower hereby gives you notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement that the Borrower hereby requests a Borrowing of Revolving Loans under the Credit Agreement and, in that connection, sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.03 of the Credit Agreement: (a) the aggregate principal amount of the Proposed Borrowing is $ ;1 (b) the date of the Proposed Borrowing is , 20 (the “Funding Date”);2 (c) the Proposed Borrowing is [an ABR Revolving Borrowing] [a Eurodollar Revolving Borrowing]; (d) [such Eurodollar Revolving Borrowing shall have an initial Interest Period of [one] [two] [three] [six] month[s];] and (e) the funds of the Proposed Borrowing are to be disbursed to [Account Name and Number]. 3 1 For any Eurodollar Revolving Borrowing, such Proposed Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. For an ABR Revolving Borrowing, such Proposed Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000, except as permitted by Section 2.02(c) of the Credit Agreement. 2 Such Funding Date must be a Business Day. The undersigned hereby certifies as follows: (a) the representations and warranties of the Loan Parties set forth in the Credit Agreement (other than, if the Funding Date is after the Closing Date, representations and warranties in Section 3.04(c), Section 3.05, Section 3.06(a), Section 3.12(a), Section 3.13, Section 3.14 and Section 3.15 of the Credit Agreement) and the other Loan Documents are true and correct in all material respects on and as of the Funding Date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the Funding Date such representations and warranties continue to be true and correct in all material respects as of such specified earlier date; provided that in each case, such materiality qualifier is not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (b) at the time of and immediately after giving effect to the Proposed Borrowing on the Funding Date, no Default has occurred and is continuing. By: Name: Title: 3 In the case of an ABR Revolving Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) of the Credit Agreement, identify the Issuing Bank that has made such LC Disbursement. Citibank, N.A. as Administrative Agent under the Credit Agreement referred to below 0000 Xxxxx Xxxx, Building #2 New Castle, Delaware 19720 Attention: Xxxxxxx Xxxxxx 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: Xxxxxxx Xxxxxx , 20 Re: MPLX OPERATIONS LLC (the “Borrower”) Reference is made to the Revolving Credit Agreement, dated as of September 14, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, MPLX LP, a Delaware limited partnership, as Parent Guarantor, the Lenders parties thereto and Citibank, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement. The Borrower hereby gives you notice, irrevocably, pursuant to extend Section 2.07 of the Credit Agreement that it elects to [continue the Borrowing listed below, or a portion thereof as described below] [convert the Borrowing listed below, or a portion thereof as described below, to a different Type], and in that connection sets forth below the terms on which such credit [conversion] [continuation] is to be made. The applicable Borrowing is a Borrowing of $ in principal amount of presently outstanding Revolving Loans that are conditioned upon[ABR Loans] [Eurodollar Loans having an Interest Period ending on , 20 ]. a. The amount of the Borrowing to which this Interest Election Request applies:1 b. The effective date of the election (which is a Business Day): c. Type of Borrowing following [conversion] [continuation]: [ABR Revolving Borrowing] [Eurodollar Revolving Borrowing] 1 If different options are being elected with respect to different portions of such Borrowing, specify the portions thereof to be allocated to each resulting Borrowing and specify the information requested in clauses (b), (c) and (d) for each resulting Borrowing. d. Interest Period and the last day thereof:2 [one] [two] [three] [six] month[s] By: Name: Title: 2 For Eurodollar Revolving Borrowings only. Shall be subject to the definition of “Interest Period” in the Credit Agreement. Lender: [NAME OF LENDER] New York, New York [ ], 20[ ] FOR VALUE RECEIVED, the undersigned, MPLX OPERATIONS LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of the Lender set forth above (the “Lender”) the principal amount equal to the Commitment of such Lender to make Revolving Loans under the Credit Agreement, or such lesser amount as shall equal the aggregate unpaid principal amount of all Revolving Loans (as defined in the Credit Agreement referred to below) of the Lender to the Borrower, payable at such times, and in such amounts, as are specified in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan from the date such Revolving Loan is made until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest payable to the Lender under this Note shall be payable in dollars (as defined in the Credit Agreement referred to below) to the Administrative Agent to such account as it may specify from time to time pursuant to the Credit Agreement, in immediately available funds. This Note is issued pursuant to, governed by and is entitled to the benefits of, the Revolving Credit Agreement, dated as of September 14, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, MPLX LP, a Delaware limited partnership, as Parent Guarantor, the Lenders parties thereto and Citibank, N.A., as Administrative Agent. Capitalized terms used herein and not defined herein are used herein as defined in the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the execution and delivery maturity of the unpaid principal amount of this Agreement. Each Note upon the happening of certain stated events and also for prepayments on account of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit principal hereof prior to the Borrowers pursuant to maturity hereof upon the Credit Agreement terms and is willing to execute conditions therein specified. Demand, diligence, presentment, protest and deliver this Agreement in order to induce notice of non-payment and protest are hereby waived by the Lenders to extend such creditBorrower. AccordinglyTHIS NOTE SHALL BE GOVERNED BY, the parties hereto agree as follows:AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number counterparts (and by different parties hereto on different counterparts), each of counterpartswhich shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (facsimile or other electronic transmission (including by .pdf)) imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]JPMorgan Chase Bank, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHN.A., as Administrative Agent Loan and Agency Services Group 000 Xxxxxxx Xxxxxxxxxx Xxxx Newark, DE 19713 Attention: Xxxxxxx Xxxxxx Fax: (the “000) 000-0000 Copy to: JPMorgan Chase Bank, N.A., as Administrative Agent”)Agent 000 Xxxxxxx Xxxxxx, on behalf of the Lenders under the Credit Agreement referred to below. 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxx X. Xxxxx Fax: (000) 000-0000 Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of June 18February 7, 2014 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among XxxxxxXxxxxx.xxx, LLC (the Company“Borrower”), the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party theretoSurveyMonkey Inc. (“Holdings”), the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing thereto and JPMorgan Chase Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing BankAdministrative Agent. The Lenders Capitalized terms used but not otherwise defined herein shall have agreed to extend credit to the Borrowers subject to the terms and conditions set forth meanings specified in the Credit Agreement. The obligations This notice constitutes a Borrowing Request and the Borrower hereby gives you notice, pursuant to Section [2.03] [2.04] of the Lenders Credit Agreement, that it requests a Borrowing under the Credit Agreement, and in connection therewith specifies the following information with respect to extend such credit are conditioned uponBorrowing: (A) Class of Borrowing:1 (B) Aggregate principal amount of Borrowing:2 $ (C) Date of Borrowing (which is a Business Day): 1 Specify Term Borrowing, among other thingsRevolving Borrowing, Swingline Borrowing or Incremental Term Borrowing, and if an Incremental Term Borrowing, specify the execution Series. 2 Must comply with Sections 2.02(c) and delivery of this Agreement. Each 2.04(a) of the Guarantors Credit Agreement, as applicable (as defined belowD) is a Subsidiary Type of Borrowing:3 (E) If Eurocurrency Borrowing, Interest Period and the last day thereof:4 (F) Location and number of the Company and an affiliate account or accounts to which proceeds of the Borrowers, will derive substantial benefits from requested Borrowing are to be disbursed: [Name of Bank] (Account No.: ) [Issuing Bank to which proceeds of the extension requested Borrowing are to be disbursed: ]5 The Borrower hereby certifies that the conditions specified in paragraphs (a) and (b) of credit to the Borrowers pursuant to Section 4.02 of the Credit Agreement have been satisfied and is willing that, immediately after giving effect to execute and deliver this Agreement in order to induce the Lenders to extend such credit. AccordinglyBorrowing requested hereby, the parties hereto agree Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b) of the Credit Agreement. Very truly yours, XXXXXXXXXXXX.XXX, LLC, By: Name: Title: 3 Specify ABR Borrowing or Eurocurrency Borrowing. If no election as follows:to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. 4 Shall be subject to the definition of “Interest Period” and can be a period of one, two, three or six months (or, if agreed to by each Lender participating in the requested Borrowing, nine or twelve months). If an Interest Period is not specified, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. 5 Specify only in the case of an ABR Revolving Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f) of the Credit Agreement.

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 transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT Xxxxx Fargo Bank, National Association as Administrative Agent [and Issuing Bank] for the Lenders referred to below 1525 West XX Xxxxxx Blvd. 1B1, MAC D1109-019 Xxxxxxxxx, XX 00000 Attention: Agency Services Ladies and Gentlemen: Reference is made to the Amended and Restated Credit Agreement dated as of [ ]September 30, 2014 2016, among MOLSON COORS BREWING COMPANYSEMGROUP CORPORATION, a Delaware corporation (the “CompanyBorrower”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries LENDERS party thereto from time to time party to the Credit Agreementtime, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “BorrowersAdministrative Agent”)) and Collateral Agent, each subsidiary of the Company listed on Schedule I hereto and XXXXX FARGO SECURITIES, LLC, CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK AG NEW YORK BRANCH, THE BANK OF NOVA SCOTIA, RBC CAPITAL MARKETS, LLC and TD SECURITIES (USA) LLC], as Administrative Agent Joint Lead Arrangers, CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK AG NEW YORK BRANCH and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents and RBC CAPITAL MARKETS, LLC and TD SECURITIES (the “Administrative Agent”)USA) LLC, on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 Co-Documentation Agents (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among . Capitalized terms used but not defined herein shall have the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time meanings given to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth them in the Credit Agreement. The obligations This notice constitutes a Borrowing Request of the Lenders to extend such credit are conditioned upon, among other things, Borrower and the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to Borrower hereby requests Borrowings under the Credit Agreement Agreement, and is willing in that connection the Borrower specifies the following information with respect to execute such Borrowings requested hereby: For a Revolving Facility Borrowing or issuance of Revolving Letter of Credit, (A) Borrower [and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as followsName of Account Party]1: (B) Aggregate or Face Amount of Borrowing: US$/C$ (C) Date of Borrowing (which shall be a Business Day):

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)i.e. “pdf”) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ][Date] MUFG Bank, 2014 among MOLSON COORS BREWING COMPANYLtd. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxxx Xxxx with a copy to: MUFG Bank, Ltd. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Agency Desk Ladies and Gentlemen: The undersigned, HollyFrontier Corporation, a Delaware corporation (the “CompanyBorrower”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party refers to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Senior Unsecured 5-Year Revolving Credit Agreement dated as of June 18July 1, 2014 (as amended by the First Amendment to Senior Unsecured 5-Year Revolving Credit Agreement dated as of February 16, 2017 and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), with terms defined in the Credit Agreement and not otherwise defined herein being used herein as therein defined) among the CompanyBorrower, MUFG Bank, Ltd., as Administrative Agent, Swingline Lender and an Issuing Bank, the Initial Borrowing Subsidiaries Lenders and other Borrowing Subsidiaries Persons from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed Borrower hereby notifies you, pursuant to extend credit to the Borrowers subject to the terms and conditions set forth in Section 2.02 of the Credit Agreement. The obligations , that it has arranged for the aggregate amount of the Lenders Commitments under the Credit Agreement to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant be increased by adding to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the CI Lenders referenced below and/or by allowing one or more existing Lenders to extend such creditincrease their respective Commitments. AccordinglyWith respect thereto, the parties hereto agree Borrower sets forth below the information relating to such proposed Commitment Increase as followsrequired by Section 2.02(b) of the Credit Agreement: (a) the effective date of such increase of aggregate amount of the Lenders’ Commitments is ________________ (herein, the “Commitment Increase Effective Date”)4; (b) the amount of the requested increase of the Commitments is $________________ (the “Commitment Increase”);

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. Any attempted assignment or transfer by Lender that does not comply with the terms and conditions of Section 10.07 of the Credit Agreement shall be null and void. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]UBS AG, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHStamford Branch, as Administrative Agent (the “Administrative Agent”)000 Xxxxxxxxxx Xxxxxxxxx, on behalf of the Lenders under the 0xx Xxxxx Xxxxxxxx, XX 00000 Attention: Term Loan Administration Fax: Email: Re: Credit Agreement referred to below. Reference is made to the Credit Agreement Agreement, dated as of June 18December 21, 2014 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), by and among the CompanyChloe Ox Intermediate 3, LLC, a Delaware limited liability company, Chloe Ox Parent, LLC, a Delaware limited liability company, the Initial Borrowing Subsidiaries other Guarantors party thereto from time to time, UBS AG, Stamford Branch, as Administrative Agent and other Borrowing Subsidiaries Collateral Agent, and each lender from time to time party thereto, . Capitalized terms used herein and not otherwise defined herein shall have the Lenders from time meanings assigned to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the such terms and conditions set forth in the Credit Agreement. Dear Sir or Madam: The obligations undersigned (the “Proposed Affiliate Assignee”) hereby gives you notice, pursuant to Section 10.07(k) of the Lenders Credit Agreement, that (a) it has entered into an agreement to extend purchase via assignment a portion of the Term Loans under the Credit Agreement, (b) the assignor in the proposed assignment is [●], (c) immediately after giving effect to such credit are conditioned upon, among other thingsassignment, the execution and delivery Proposed Affiliate Assignee will be an Affiliated Lender, (d) the principal amount of this Agreement. Each Term Loans to be purchased by such Proposed Affiliate Assignee in the assignment contemplated hereby is $[●], (e) the aggregate amount of all Term Loans held by such Proposed Affiliate Assignee is $[●] (f) [it is an “insider” under Section 101(31) of the Guarantors (as defined below) is a Subsidiary Title 11 of the Company and an affiliate United States Code], and1 (g) the proposed effective date of the Borrowersassignment contemplated hereby is [[●], will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows: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 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 (or other electronic transmission (including by .pdf)) any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]JPMorgan Chase Bank, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHN.A., as Administrative Agent (for the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement Banks referred to belowbelow 10 Xxxxx Xxxxxxxx XX. X0 Xxxxxxx, Xxxxxxxx 00000 Attention: Loan and Agency With a copy to: JPMorgan Chase Bank, N.A. 10 Xxxxx Xxxxxxxx XX. X0 Xxxxxxx, Xxxxxxxx 00000 Attention: Sxxxxxxx Xxxxxx Facsimile: 300-000-0000 Email: jxx.xxxxxx.xxx@xxxxxxxx.xxx Re: EAGLE MATERIALS INC. Ladies and Gentlemen: Reference is hereby made to the Credit Agreement dated as of June 18July 1, 2014 2021 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Eagle Materials Inc., a Delaware corporation (the Company“Borrower”), the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries Banks from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing thereto and JPMorgan Chase Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bankadministrative agent (in such capacity, the “Administrative Agent”). The Lenders Capitalized terms used but not defined herein shall have agreed the meanings assigned to extend credit to the Borrowers subject to the such terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers Borrower hereby gives you notice pursuant to Section [2.02]6[2.05]7 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and is willing in connection therewith the Borrower specifies the following information with respect to execute and deliver this Agreement in order to induce such [Revolving][Swingline] Borrowing requested hereby: 1. Aggregate principal amount of Borrowing:8 2. Date of Borrowing (which shall be a Business Day): (the Lenders to extend such credit. Accordingly“Proposed Borrowing Date”) 6 For a Revolving Loan, the parties hereto Borrower is required to give the Administrative Agent a Notice of Borrowing not later than (x) 11:00 A.M. (New York City time) on the date of each ABR Borrowing and (y) 1:00 P.M. (New York City time) on the third Business Day (or such earlier time as the Administrative Agent may agree as follows:in its sole discretion) before each Eurodollar Borrowing.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law Law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. Assignment and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHAssumption To: BNP Paribas, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Ladies and Gentlemen: Reference is made to the that certain Three Year Credit Agreement Agreement, dated as of June 18March 1, 2014 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”;” the terms defined therein being used herein as therein defined), among Toyota Motor Credit Corporation, a California corporation, Toyota Motor Finance (Netherlands) B.V., a corporation organized under the Companylaws of the Netherlands, Toyota Financial Services (UK) PLC, a corporation organized under the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party theretolaws of England, Toyota Leasing GmbH, a corporation organized under the laws of Germany, Toyota Credit de Puerto Rico Corp., a corporation organized under the laws of Puerto Rico, Toyota Credit Canada Inc., a corporation organized under the laws of Canada, Toyota Kreditbank GmbH, a corporation organized under the laws of Germany, the Lenders from time to time party thereto, the BNP Paribas, as Administrative Agent, Deutsche Swing Line Agent and Swing Line Lender, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and The Bank AG New York Branchof Tokyo-Mitsubishi UFJ, Ltd., as an Issuing BankJoint Lead Arrangers and Joint Book Managers, Deutsche Bank AGCitibank, Canada Branch, as Canadian Administrative Agent, N.A. and Bank of America, N.A. as Swing Line Lenders and Citibank, N.A., Bank of America, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. as an Issuing BankSyndication Agents. The Lenders have agreed to extend credit undersigned hereby requests Money Market Quotes for (select one): o Money Market Absolute Rate for o Money Market Margin for Money Market Absolute Rate Loans Money Market LIBOR Loans 1. On _________________________________________ (a Business Day). 2. In the amount of US$ ___________________________ . 3. For an Interest Period of ________________________ . The Money Market Loans for which Money Market Quotes are requested herein would comply with the proviso to the Borrowers subject first sentence of Section 2.3(a) of the Agreement. [TOYOTA MOTOR CREDIT CORPORATION] [TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.] [TOYOTA FINANCIAL SERVICES (UK) PLC] [TOYOTA KREDITBANK GMBH] [TOYOTA LEASING GMBH] [as Borrowers’ Representative for] Form of Money Market Quote Req [TOYOTA MOTOR CREDIT CORPORATION] [TOYOTA CREDIT DE PUERTO RICO CORP.] By: Name: Title: Form of Money Market Quote Req To: Lenders party to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors Agreement (as defined below) Ladies and Gentlemen: Reference is made to that certain Three Year Credit Agreement, dated as of March 1, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Toyota Motor Credit Corporation, a Subsidiary California corporation, Toyota Motor Finance (Netherlands) B.V., a corporation organized under the laws of the Company Netherlands, Toyota Financial Services (UK) PLC, a corporation organized under the laws of England, Toyota Leasing GmbH, a corporation organized under the laws of Germany, Toyota Credit de Puerto Rico Corp., a corporation organized under the laws of Puerto Rico, Toyota Credit Canada Inc., a corporation organized under the laws of Canada, Toyota Kreditbank GmbH, a corporation organized under the laws of Germany, the Lenders from time to time party thereto, BNP Paribas, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Joint Lead Arrangers and Joint Book Managers, Citibank, N.A. and Bank of America, N.A. as Swing Line Lenders and Citibank, N.A., Bank of America, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. as Syndication Agents. On behalf of [Toyota Motor Credit Corporation] [Toyota Motor Finance (Netherlands) B.V.] [Toyota Financial Services (UK) PLC] [Toyota Leasing GmbH] [Toyota Credit de Puerto Rico Corp.] [Toyota Kreditbank GmbH], you are invited to submit Money Market Quotes for (select one): o Money Market Absolute Rate for o Money Market Margin for Money Market Absolute Rate Loans Money Market LIBOR Loans 1. On _______________________________________ (a Business Day). 2. In the amount of US$ ____________________________________ . 3. For an affiliate Interest Period of __________________________________ . Please respond to this invitation by no later than [1 :00 p.m.] [9:00 a.m.] on [date]. BNP PARIBAS, as Administrative Agent By: Authorized Officer Form of Invitation for Money M To: BNP Paribas, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Three Year Credit Agreement, dated as of March 1, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Toyota Motor Credit Corporation, a California corporation, Toyota Motor Finance (Netherlands) B.V., a corporation organized under the laws of the BorrowersNetherlands, will derive substantial benefits from Toyota Financial Services (UK) PLC, a corporation organized under the extension laws of credit to England, Toyota Leasing GmbH, a corporation organized under the Borrowers pursuant to laws of Germany, Toyota Credit de Puerto Rico Corp., a corporation organized under the laws of Puerto Rico, Toyota Credit Agreement and is willing to execute and deliver this Agreement in order to induce Canada Inc., a corporation organized under the laws of Canada, Toyota Kreditbank GmbH, a corporation organized under the laws of Germany, the Lenders from time to extend such credittime party thereto, BNP Paribas, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Joint Lead Arrangers and Joint Book Managers, Citibank, N.A. and Bank of America, N.A. as Swing Line Lenders and Citibank, N.A., Bank of America, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. as Syndication Agents. AccordinglyIn response to your invitation on behalf of [Toyota Motor Credit Corporation] [Toyota Motor Finance (Netherlands) B.V.] [Toyota Financial Services (UK) PLC] [Toyota Leasing GmbH] [Toyota Credit de Puerto Rico Corp.] [Toyota Kreditbank GmbH] dated ______________, 20__, we hereby make the parties hereto agree as followsfollowing Money Market Quote on the following terms: 1. Quoting Lender: _____________________________ 2. Person to contact at Quoting Lender: Name: _____________________________ Tel: _____________________________ Fax: _____________________________ email: _____________________________ 3. Date of Borrowing:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number counterparts (and by different parties hereto in different counterparts), each of counterpartswhich shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (fax transmission or other electronic e-mail transmission (including by .pdf)e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment THIS ASSIGNMENT AND ASSUMPTION AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS ASSIGNMENT AND ASSUMPTION AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. ​ ​ Check for distribution to Public Lenders and Assumption shall be governed byPrivate side Lenders7 ​ I, and construed in accordance with______________________, the law [Chief Executive Officer][Chief Financial Officer][Treasurer][Controller] of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]AeroVironment, 2014 among MOLSON COORS BREWING COMPANYInc., a Delaware corporation (the “CompanyBorrower”), MOLSON COORS BREWING COMPANY (UK) LIMITEDhereby certify that, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the best of my knowledge and belief, in my capacity as [Chief Executive Officer][Chief Financial Officer][Treasurer][Controller] and not in my individual capacity, with respect to that certain Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18February [__], 2014 2021 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among the CompanyBorrower, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time Guarantors party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other thingsAdministrative Agent, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company Swingline Lender, and an affiliate of L/C Issuer, and the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as followsother L/C Issuers party thereto:

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 or other electronic transmission (including by 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. SUBSIDIARY GUARANTEE AGREEMENT dated as Credit Suisse AG Xxxxx Xxxx Eleven Madison Avenue Tel: (000) 000-0000 Xxx Xxxx, XX 00000 Fax: (000) 000-0000 E-Mail: Xxxxx.xxxx@xxxxxx-xxxxxx.xxx The Bank of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary New York Mellon ABA 000000000 Account Name: CS Agency Cayman Account Account Number: 8900492627 It is very important that all of the Company listed on Schedule I hereto requested information be completed accurately and DEUTSCHE BANK AG NEW YORK BRANCHthat this questionnaire be returned promptly. If your institution is sub-allocating its allocation, as Administrative Agent (the “Administrative Agent”), on behalf please fill out an administrative questionnaire for each legal entity. Legal Name of the Lenders under the Lender to appear in Documentation: · Signing Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18o Yes o No · Coming in via Assignment o Yes o No (Bank, 2014 (as amendedAsset Manager, restatedBroker/Dealer, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the CLO/CDO; Finance Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party theretoHedge Fund, the Lenders from time to time party theretoInsurance, the Administrative AgentMutual Fund, Deutsche Bank AG New York BranchPension Fund, as an Issuing BankOther Regulated Investment Fund, Deutsche Bank AGSpecial Purpose Vehicle, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined belowOther-please specify) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as followsLender Parent: Name: Company: Title: Address: Telephone: Facsimile: E-Mail Address: Name: Company: Title: Address: Telephone: Facsimile:

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 other electronic transmission (including by email as a “.pdf)) ” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption and any claim, controversy or dispute arising under or related to this Assignment and Assumption, whether in tort, contract (at law or in equity) or otherwise, shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as 1. Annex I to Exhibit A-2-3 Royal Bank of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHCanada, as Administrative Agent Xxxxx Xxxx Xxxxx, 000 Xxx Xxxxxx, 00xx Xxxxx Xxxxx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx Attention: Manager, Agency Services Group Facsimile No.: (the “Administrative Agent”)000) 000-0000 [·] [·], on behalf of the Lenders under the Credit Agreement referred to below. 20[·](12) Ladies and Gentlemen: Reference is hereby made to the that certain Credit Agreement dated as of June 18February 12, 2014 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to timetime and in effect on the date hereof, the “Credit Agreement”; capitalized terms used but not defined herein shall have the respective meanings given to them in the Credit Agreement) by and among, inter alios, Victory Capital Holdings, Inc., a Delaware corporation (the “Borrower”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries lenders from time to time party theretothereto and Royal Bank of Canada, in its capacities as administrative agent and collateral agent for the Secured Parties (in its capacities as administrative agent and collateral agent, together with its successors in such capacities, the Lenders from time to time party thereto, the “Administrative Agent”). The undersigned hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests the Borrowings under the Credit Agreement to be made on [·] [·], Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent20[·], and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to in that connection sets forth below the terms and conditions set forth in on which the Borrowings are requested to be made as required by Section 2.03 of the Credit Agreement. The obligations : (A) Class of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Borrowing [·]

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy (or other electronic transmission (including by .pdf)) 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 YorkIllinois. SUBSIDIARY GUARANTEE AGREEMENT dated as EXHIBIT H FORM OF PRICING CERTIFICATE To: Bank of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHMontreal, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Ladies and Gentlemen: Reference is made to the that certain Second Amended and Restated Multicurrency Credit Agreement dated as of June 1821, 2014 2016, by and among Xxxxx Xxxx LaSalle Finance B.V., the Guarantors party thereto, the Lenders signatory thereto and Bank of Montreal, as Administrative Agent (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined). The undersigned hereby certifies, solely in [his/her] capacity as the [insert title of Responsible Officer] of the Parent and not in [his/her] individual capacity, that: 1. [He/She] is the duly elected [insert title of Responsible Officer] of the Parent, and [he/she] is authorized to deliver this Pricing Certificate on behalf of the Parent; 2. Attached as Annex A hereto is a true and correct copy of the KPI Metrics Report for the 20[__] calendar year; 3. The Sustainability Applicable Margin Adjustment in respect of the 20[__] calendar year is [+][-][__] % per annum, calculated as set forth on Annex B hereto; and 4. Attached as Annex C hereto is a review report of the Greenhouse Gas Auditor confirming that the Greenhouse Gas Auditor is not aware of any material modifications that should be made to such computations referred to in the immediately preceding paragraph 3 of this Pricing Certificate in order for them to be presented in all material respects in conformity with the applicable reporting criteria. The foregoing certifications are made and delivered this __ day of _____, 20__. -2- XXXXX XXXX LASALLE INCORPORATED By:____________________________________ Name: _______________________________ Title: ________________________________ ANNEX B SUSTAINABILITY APPLICABLE MARGIN ADJUSTMENT The Sustainability Applicable Margin Adjustment for a given year is the sum of the Greenhouse Gas Applicable Margin Adjustment and the Sustainability Certificate Percentage Applicable Margin Adjustment, each as set forth in the below Sustainability Adjustment Table and with reference to the KPI Metrics Report (see Annex A) and the Sustainability Table (which appears in Schedule 1.01 to the Credit Agreement”). SUSTAINABILITY ADJUSTMENT TABLE Greenhouse Gas Sustainability Certificate KPI Metric Greenhouse Gas Applicable Margin Adjustment KPI Metric Sustainability Certificate Applicable Margin Adjustment Level I Less than or equal to Target - 0.01% Greater than or equal to Target - 0.01% Level II Greater than or equal tothe Target but less than or equal to Threshold 0.00% Greater than or equal to Threshold but less than Target 0.00% Level III Greater than Threshold + 0.01% Less than Threshold + 0.01% ANNEX C REVIEW REPORT OF GREENHOUSE GAS AUDITOR [See attached] SCHEDULE 1 COMMITMENTS (AS OF THE AMENDMENT NO. 45 EFFECTIVE DATE) NAME OF BANK REVOLVING CREDIT COMMITMENT LETTER OF CREDIT COMMITMENT Bank of Montreal $280,000,000 $10,000,000 Bank of America, among the CompanyN.A. $280,000,000 $10,000,000 Xxxxx Fargo Bank, the Initial Borrowing Subsidiaries N.A. $280,000,000 $10,000,000 JPMorgan Chase Bank, National Association $280,000,000 $10,000,000 HSBC Bank USA, National Association $235,000,000 $10,000,000 HSBC Continental Europe $45,000,000 National Westminster Bank plc $195,000,000 220,000,000 Barclays Bank plc $195,000,000 220,000,000 PNC Bank, National Association $220,000,000 U.S. Bank National Association $195,000,000 PNC Bank, National Association $195,000,000 ING Bank N.V., Dublin Branch $195,000,000 Australia and other Borrowing Subsidiaries from time to time party theretoNew Zealand Banking Group Limited $100,000,000 Capital One, the Lenders from time to time party theretoN.A. $95,000,000 100,000,000 Citibank, the Administrative Agent, N.A. $100,000,000 Société Générale $95,000,000 100,000,000 Deutsche Bank AG New York BranchBranch $95,000,000 100,000,000 Citibank, as an Issuing N.A. $95,000,000 Standard Chartered Bank, Deutsche New York $75,000,000 100,000,000 Fifth Third Bank AG$75,000,000 MUFG Bank, Canada Branch, as Canadian Administrative Agent, and Ltd. (f/k/a The Bank of AmericaTokyo-Mitsubishi UFJ, N.A.Ltd.) $75,000,000 Westpac Banking Corporation $55,000,000 50,000,000 Comerica Bank $55,000,000 50,000,000 Australia and New Zealand Banking Group Limited $55,000,000 Xxxxxx Xxxxxxx Bank, as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned uponN.A. $55,000,000 50,000,000 SCHEDULE 1.3 EXISTING LETTERS OF CREDIT NUMBER AMOUNT CURRENCY MATURITY HACH20375OS 35,000.00 USD 31-Dec-21 HACH63612OS 398,441.00 USD 1-Jan-22 SCHEDULE 4.1 SUSTAINABILITY TABLE KPI Metrics Description 2021 2022 2023 2024 2025 2026 2027 Target (≤) 11,933 11,121 9,807 8,493 8,245 7,179 7,750 7,053 6,206Greenhouse Gas Metric (tCOmtCO2e) Threshold (>) 12,431 11,778 10,430 9,077 8,415 7,718 8,163 7,673 6,982 Target(≥) 46% 52% 57% 62% 68% 72% 77%Sustainability Certificate Percentage Threshold(<) 41% 46% 52% 57% 62% 68% 72% SCHEDULE 5.2 GUARANTORS NAME JURISDICTION OF INCORPORATION PERCENTAGE OWNERSHIP Xxxxx Xxxx LaSalle Incorporated Maryland N/A Xxxxx Xxxx LaSalle Americas, among other thingsInc. Maryland 100% LaSalle Investment Management, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the BorrowersInc. Maryland 100% Xxxxx Xxxx LaSalle International, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. AccordinglyInc. Delaware 100% Xxxxx Xxxx LaSalle Co-Investment, the parties hereto agree as follows:Inc. Maryland 100% Xxxxx Xxxx LaSalle Limited England 100% Xxxxx Xxxx LaSalle SE Germany 100% Xxxxx Xxxx LaSalle New England, LLC Delaware 100% Xxxxx Xxxx LaSalle Brokerage, Inc. Texas 100%

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]EXHIBIT B-1 FORM OF BORROWING REQUEST JPMorgan Chase Bank, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHN.A., as Administrative Agent (the “Administrative Agent”), on behalf of for the Lenders under the Credit Agreement referred to below. below 00 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: [_______________] Fax: [(___) _________] Re: WellCare Health Plans, Inc. Ladies and Gentlemen: Reference is made to the Amended and Restated Credit Agreement dated as of June 18September 25, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the CompanyWellCare Health Plans, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party theretoInc., a Delaware corporation (“Borrower”), the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing thereto and JPMorgan Chase Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bankadministrative agent (in such capacity, the “Administrative Agent”) for the Lenders. The Lenders Capitalized terms used but not defined herein shall have agreed the meanings assigned to extend credit to the Borrowers subject to the such terms and conditions set forth in the Credit Agreement. The obligations This notice constitutes a Borrowing Request and the Borrower hereby requests a Borrowing under the Credit Agreement, and in connection with such request the Borrower specifies the following information with respect to such Borrowing requested hereby: 1. Aggregate amount of Borrowing:1 _________ 2. Date of Borrowing (which shall be a Business Day): _________ 3. Type of Borrowing (ABR or Eurodollar): _________ 4. Class of Borrowing (Revolving or Term): _________ 5. Interest Period (if a Eurodollar Borrowing):2 _________ 6. Location and number of the Lenders Borrower’s account to extend such credit which funds are conditioned uponto be disbursed, among other things, the execution and delivery of this Agreement. Each which shall comply with Section 2.07 of the Guarantors (as defined below) is a Subsidiary of the Company Credit Agreement: _________ _________________________ 1Not less than $5.0 million and an affiliate integral multiple of $1.0 million. 2Which must comply with the Borrowers, will derive substantial benefits from definition of “Interest Period” and end not later than the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Maturity Date.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]PNC Bank, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, National Association as Administrative Agent (the “Administrative Agent”)0000 Xxxxxx Xxxxxx, on behalf of the Lenders under the Credit Agreement referred to below. Reference 00xx Xxxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Attn: Mr. Xxxxxx Xxxxx RE: Education Realty Operating Partnership, LP Compliance Certificate for __________ through __________ Dear Ladies and Gentlemen: This Compliance Certificate is made with reference to the that certain Second Amended and Restated Credit Agreement dated as of June 18January __, 2014 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the CompanyEducation Realty Operating Partnership, LP (collectively, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time “Borrower”), the financial institutions party thereto, the Lenders from time to time party theretoas lenders, the and PNC Bank, National Association, as Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, . All capitalized terms used in this Compliance Certificate (including any attachments hereto) and Bank of America, N.A., as an Issuing Bank. The Lenders not otherwise defined in this Compliance Certificate shall have agreed to extend credit to the Borrowers subject to the terms and conditions meanings set forth for such terms in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant All Section references herein shall refer to the Credit Agreement Agreement. I hereby certify that I am the Chief Accounting Officer of Education Realty Operating Partnership, LP, and that I make this Certificate on behalf of Borrower. I further represent and certify on behalf of the Borrower as follows as of the date of this Compliance Certificate: I have reviewed the terms of the Loan Documents and have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the Borrower and its Subsidiaries, during the accounting period (the “Reporting Period”) covered by the financial reports delivered simultaneous herewith pursuant to Section 5.01[(a)][(b)], and that such review has not disclosed the existence during or at the end of such Reporting Period (and that I do not have knowledge of the existence as at the date hereof) of any condition or event which constitutes a Default or Event of Default. All referenced dollar amounts in this certificate are stated in thousands unless otherwise noted. Attached hereto as Schedule A-1 is willing a list of the Real Property that comprises the Unencumbered Pool and the Unencumbered Asset Value, and Schedule A-2 is a list of the Real Property assets that were identified as being in the Unencumbered Pool in the last Compliance Certificate and that are no longer qualified to execute be in the Unencumbered Pool as of the last day of the Reporting Period. Attached hereto as Schedule B-1 is a detailed calculation of Interest Expense for the Reporting Period and deliver this Agreement in order to induce Schedule B-2 is a detailed calculation of Interest Expense, principal paid and due and payable on Indebtedness, and cash dividends payable on the Lenders to extend such credit. AccordinglyParent's preferred stock for the Reporting Period, which amounts aggregated: Schedule B-1 $ Schedule B-2 $ Attached hereto as Schedule C is a detailed calculation of EBITDA for the parties hereto agree as followsReporting Period, which amount was: Schedule C EBITDA $ As of the last day of the Reporting Period:

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy (or other electronic transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, BNP Paribas as Administrative Agent (the “Administrative Agent”), on behalf of for the Lenders under the Credit Agreement referred to below. below 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: [ ] Section 2Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of June 18March 26, 2014 2012, among CRESTWOOD MARCELLUS MIDSTREAM LLC, a limited liability company organized under the laws of Delaware (as amended“Borrower”), restated, supplemented or otherwise modified the LENDERS party thereto from time to time, the BNP PARIBAS (“Credit AgreementBNP”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the as Administrative Agent, Deutsche Bank AG New York BranchBNP, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Collateral Agent, and Bank of AmericaBANK OF AMERICA, N.A., as an Syndication Agent, BNP PARIBAS SECURITIES CORP., CITIGROUP GLOBAL MARKETS INC., XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, RBC CAPITAL MARKETS, RBS SECURITIES INC. and UBS SECURITIES LLC, as Joint Lead Arrangers, and CITIBANK, N.A., ROYAL BANK OF CANADA, THE ROYAL BANK OF SCOTLAND PLC and UBS SECURITIES LLC, as Co-Documentation Agents. Terms defined in the Credit Agreement are used herein with the same meanings. The undersigned, CRESTWOOD MARCELLUS MIDSTREAM LLC, refers to the Credit Agreement, and hereby gives you notice that, pursuant to Section 2.11 of the Credit Agreement, the undersigned intends to make a prepayment of a Revolving Facility Borrowing in [ABR Loans or Eurodollar Loans], in the amount of $ 1. Very truly yours, CRESTWOOD MARCELLUS MIDSTREAM LLC By: Name: Title: 1 Please provide reasonably detailed calculation of the amount of prepayment. BNP Paribas as Administrative Agent [and Issuing Bank. The ] for the Lenders have agreed referred to extend credit below 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: [ ] Section 3Ladies and Gentlemen: Reference is made to the Borrowers subject Credit Agreement dated as of March 26, 2012, among CRESTWOOD MARCELLUS MIDSTREAM LLC, a limited liability company organized under the laws of Delaware (“Borrower”), the LENDERS party thereto from time to time, BNP PARIBAS (“BNP”), as Administrative Agent, BNP, as Collateral Agent, BANK OF AMERICA, N.A., as Syndication Agent, BNP PARIBAS SECURITIES CORP., CITIGROUP GLOBAL MARKETS INC., XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, RBC CAPITAL MARKETS, RBS SECURITIES INC. and UBS SECURITIES LLC, as Joint Lead Arrangers, and CITIBANK, N.A., ROYAL BANK OF CANADA, THE ROYAL BANK OF SCOTLAND PLC and UBS SECURITIES LLC, as Co-Documentation Agents. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes a Borrowing Request of the Borrower and the Borrower hereby requests Borrowings under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to such Borrowings requested hereby: For a Revolving Facility Borrowing or issuance of Revolving Letter of Credit, 4.1 Borrower [and Name of Account Party]1: 4.2 Aggregate or face amount of Borrowing: US$ 4.3 Date of Borrowing (which shall be a Business Day): 4.4 Type of Borrowing (ABR, Eurodollar, or Revolving Letter of Credit): 4.5 Interest Period (if a Eurodollar Borrowing):2 1 Which must comply with the definition of “Interest Period” and end not later than the Revolving Facility Maturity Date. 2 If Borrower requests that a letter of credit be issued on behalf of another Loan Party. 4.6 [Location and number of the Borrower’s account or any other account agreed upon by the Administrative Agent] [Beneficiary (if a Revolving Letter of Credit)3]: 4.7 Expiry date (if a Revolving Letter of Credit)4: For [a Borrowing of Incremental Term Loans], (A) Aggregate amount of Borrowing: US$ 4.8 Type of Borrowing (ABR or Eurodollar): 4.9 Interest Period (if a Eurodollar Borrowing):5 4.10 Location and number of the Borrower’s account or any other account agreed upon by the Administrative Agent: 3 Please specify name and address. 4 This date must be the earlier of (A) unless the applicable Issuing Bank agrees to a later expiration date, the date one year after the date of issuance (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the terms Revolving Facility Maturity Date. 5 Which must comply with the definition of “Interest Period”. [We hereby certify that, on and conditions as of the date hereof, no Default or Event of Default has occurred or is continuing and the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects, with the same effect as though made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).6] [We hereby certify that, on and as of the Closing Date, the Specified Representations and Specified Acquisition Agreement Representations are true and correct in all material respects.7] Very truly yours, CRESTWOOD MARCELLUS MIDSTREAM LLC By: Name: Title: 6 To be included in Borrowing Requests after the Closing Date. 7 To be included in Borrowing Requests on the Closing Date. BNP Paribas as Swingline Lender for the Lenders referred to below 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: [ ] Section 4Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of March 26, 2012, among CRESTWOOD MARCELLUS MIDSTREAM LLC, a limited liability company organized under the laws of Delaware (“Borrower”), the LENDERS party thereto from time to time, BNP PARIBAS (“BNP”), as Administrative Agent, BNP, as Collateral Agent, BANK OF AMERICA, N.A., as Syndication Agent, BNP PARIBAS SECURITIES CORP., CITIGROUP GLOBAL MARKETS INC., XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, RBC CAPITAL MARKETS, RBS SECURITIES INC. and UBS SECURITIES LLC, as Joint Lead Arrangers, and CITIBANK, N.A., ROYAL BANK OF CANADA, THE ROYAL BANK OF SCOTLAND PLC and UBS SECURITIES LLC, as Co-Documentation Agents. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes a Swingline Borrowing Request and the Borrower hereby requests Borrowings under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to such Borrowings requested hereby: Aggregate amount of Borrowing: US$ Date of Borrowing (which shall be a Business Day): Location and number of the Borrower’s account or any other account agreed upon by the Swingline Lender: We hereby certify that, on and as of the date hereof, no Default or Event of Default has occurred or is continuing and the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects, with the same effect as though made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). Very truly yours, CRESTWOOD MARCELLUS MIDSTREAM LLC By: Name: Title: BNP Paribas as Administrative Agent [and Issuing Bank] for the Lenders referred to below 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: [ ] Section 5Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of March 26, 2012, among CRESTWOOD MARCELLUS MIDSTREAM LLC, a limited liability company organized under the laws of Delaware (“Borrower”), the LENDERS party thereto from time to time, BNP PARIBAS (“BNP”), as Administrative Agent, BNP, as Collateral Agent, BANK OF AMERICA, N.A., as Syndication Agent, BNP PARIBAS SECURITIES CORP., CITIGROUP GLOBAL MARKETS INC., XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, RBC CAPITAL MARKETS, RBS SECURITIES INC. and UBS SECURITIES LLC, as Joint Lead Arrangers, and CITIBANK, N.A., ROYAL BANK OF CANADA, THE ROYAL BANK OF SCOTLAND PLC and UBS SECURITIES LLC, as Co-Documentation Agents. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes an Interest Election Request by the Borrower, and the Borrower hereby requests a [conversion] [continuation] of [IDENTIFY BORROWING] pursuant to Section 2.07 of the Credit Agreement. The obligations of In that connection the Lenders Borrower specifies the following information with respect to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is conversion or continuation: For a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Revolving Facility Borrowing,

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 other electronic transmission (including by email as a “.pdf)) ” or “.tiff” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT Credit Suisse AG, Cayman Islands Branch as Administrative Agent for the Lenders referred to below [●] Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement, dated as of [ ]August 1, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to timeand in effect on the date hereof, the “Credit Agreement”), among by and among, inter alios, INC Research Holdings, Inc., a Delaware corporation (the Company“Administrative Borrower”), the Initial Borrowing Subsidiaries other borrowers party thereto (each a “Borrower” and other Borrowing Subsidiaries from time to time party theretocollectively with the Administrative Borrower, the “Borrowers”), the Lenders from time to time party thereto, and Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), in its capacities as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meanings unless otherwise defined herein. The undersigned hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests the Borrowings under the Credit Agreement to be made on [●] [●] , 20[●] , and in that connection sets forth below the terms on which the Borrowings are requested to be made: (A) Borrower [INC Research Holdings, Inc.] [inVentiv Health, Inc.] [inVentiv Health Clinical, Inc.] [inVentiv Health Communications, Inc.] [INC Research, LLC] (B) Date of Borrowing (which shall be a Business Day) [ ●] (C) Aggregate Amount of Borrowing16 $ [ ●] (D) Type of Borrowing17 [ ●] 15 The Administrative Agent must be notified in writing by hand delivery, fax or other electronic transmission (including “.pdf” or “.tiff”) not later than (i) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of Adjusted Eurocurrency Rate Loans (or (x) two Business Days in the case of any Borrowing of Adjusted Eurocurrency Rate Loans to be made on the Closing Date or (y) four Business Days in the case of an Adjusted Eurocurrency Rate Borrowing in any Alternate Currency (other than Sterling or Euros)) and (ii) 12:00 p.m. on the requested date of any Borrowing of ABR Loans (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, Deutsche Bank AG New York Branchhowever, that if the Administrative Borrower wishes to request Adjusted Eurocurrency Rate Loans having an Interest Period of other than one, two, three or six months in duration as an Issuing Bank, Deutsche Bank AG, Canada Branch, provided in the definition of “Interest Period,” (A) the applicable notice from the Administrative Borrower must be received by the Administrative Agent not later than 1:00 p.m. four Business Days prior to the requested date of such Borrowing (or such later time as Canadian is reasonably acceptable to the Administrative Agent), and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit whereupon the Administrative Agent shall give prompt notice to the Borrowers subject appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the terms and conditions set forth in the Credit Agreement. The obligations requested date of the Lenders to extend such credit are conditioned upon, among other thingsBorrowing, the execution Administrative Agent shall notify the Administrative Borrower whether or not the requested Interest Period is available to and delivery of this Agreement. Each of has been approved by the Guarantors appropriate Lenders (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit such approval not to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:be unreasonably withheld or delayed).

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 transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT 20 Insert only if an Affiliate of the Borrower/Sponsor is an Assignee under this Assignment and Assumption. Citibank, N.A. Citibank Delaware 0000 Xxxxx Xxxx OPS III New Castle, DE 19720 Re: Credit Agreement, dated as of August [ ], 2014 2011, among MOLSON COORS BREWING COMPANYIVD Acquisition Corporation, a Delaware Georgia corporation (which on the Closing Date shall be merged with and into Immucor, Inc., a Georgia corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP with the Company surviving such merger as the Borrower (the “Initial Borrowing Subsidiaries” andBorrower”)), together with IVD Intermediate Holdings B Inc. (“Holdings”), the Company and other Borrowing Subsidiaries Lenders from time to time party thereto, and Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (the “Credit Agreement”). Dear Sir: The undersigned (the “Proposed Affiliate Assignee”) hereby gives you notice, pursuant to Section 10.07(h)(iv) of the Credit Agreement, the “Borrowers”), each subsidiary that (a) it has entered into an agreement to purchase via assignment a portion of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders Term Loans under the Credit Agreement referred Agreement, (b) the assignor in the proposed assignment is [ ], (c) immediately after giving effect to belowsuch assignment, the Proposed Affiliate Assignee will be an Affiliated Lender, (d) the principal amount of Term Loans to be purchased by such Proposed Affiliate Assignee in the assignment contemplated hereby is: $ , (e) the aggregate amount of all Term Loans held by such Proposed Affiliate Assignee and each other Affiliated Lender after giving effect to the assignment hereunder (if accepted) is $[ ], (f) it, in its capacity as a Term Lender under the Credit Agreement, hereby waives any right to bring any action against the Administrative Agent with respect to the Term Loans that are the subject of the proposed assignment hereunder, and (g) the proposed effective date of the assignment contemplated hereby is [ , 20 ]. Very truly yours, [EXACT LEGAL NAME OF PROPOSED AFFILIATE ASSIGNEE] By: Name: Title: Phone Number: Fax: Email: Date: Reference is made to the that certain Credit Agreement Agreement, dated as of June 18August [ ], 2014 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among IVD Acquisition Corporation, a Georgia corporation (which on the Closing Date shall be merged with and into Immucor, Inc., a Georgia corporation (the “Company”), with the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries Company surviving such merger as the Borrower (the “Borrower”)), IVD Intermediate Holdings B Inc., a Delaware corporation, each Lender from time to time party theretothereto (collectively, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent“Lenders”), and Bank of AmericaCitibank, N.A., as an Issuing BankAdministrative Agent, Swing Line Lender and L/C Issuer. The Lenders Capitalized terms used but not otherwise defined herein shall have agreed the meanings assigned to extend credit to the Borrowers subject to the terms and conditions set forth them in the Credit Agreement. The obligations (the “Foreign Lender”) is providing this certificate pursuant to Section 3.01(b) of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Credit Agreement. Each The Foreign Lender hereby represents and warrants that: 1. It is the sole record and beneficial owner of the Guarantors Loan(s) (as defined belowwell as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate; 2. It is not a Subsidiary “bank” for purposes of Section 881(c)(3)(A) of the Company and an affiliate Code; 3. It is not a 10-percent shareholder of the Borrowers, will derive substantial benefits from Borrower within the extension meaning of credit to Section 871(h)(3)(B) of the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Code;

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 other electronic transmission (including by email as a “.pdf)) ’ or “.tiff’ attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT The Administrative Agent, acting as a non-fiduciary agent of the Borrower, shall record this Assignment and Assumption in the Register as of the Effective Date. Bank of America, N.A. 100 X. Xxxxx Street Mail Code: NC1-001-05-46 Cxxxxxxxx, XX 00000 Attention: Rxxxxx Xxxxxx Telephone: 900-000-0000; Telecopier: 600-000-0000 Electronic Mail: Rxxxxx.xxxxxx@xxxx.xxx [●] [●], 20[●]11 Ladies and Gentlemen: Reference is hereby made to that certain First Lien Credit Agreement, dated as of [ ]August 4, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 2017 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Credit Agreement”), by and among Hayward Industries, Inc., a New Jersey corporation (as survivor of the CompanyMerger (as defined in the First Lien Credit Agreement) with Hayward Acquisition Corp., a New Jersey corporation) (the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto“Borrower”), Hayward Intermediate, Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party theretothereto including, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., N.A. in its capacities as an Issuing Bankadministrative agent and collateral agent (the “Administrative Agent”). The Lenders have agreed undersigned hereby gives you notice (the “Borrowing Request”) pursuant to extend credit Section 2.03 of the First Lien Credit Agreement of its request of a Borrowing (the “Requested Borrowing”) under the First Lien Credit Agreement, and in that connection sets forth below the terms on which the Requested Borrowing is requested to be made: (A) Date of Requested Borrowing (which shall be a Business Day) [●] 11 For Borrowings after the Closing Date, must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tiff”)) not later than (i) 2:00 p.m. three (3) Business Days prior to the Borrowers subject requested day of any Borrowing, conversion or continuation of LIBO Rate Loans (or two Business Days in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) or (ii) by 12:00 p.m. (Noon) on the requested date of any Borrowing of ABR Loans (or, in each case, such later time as shall be acceptable to the terms Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing (or such later time as shall be reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and conditions determine whether the requested Interest Period is acceptable to them and (B) not later than 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. (B) Aggregate Amount of Requested Borrowing12 $[●] (C) Type of Requested Borrowing13 [●] (D) Class of Requested Borrowing [●] (E) Interest Period14 (in the case [●] of a LIBO Rate Borrowing) (F) Amount, Account Number and Location Amount $[●] Bank: [●] ABA No.: [●] Account No.: [●] Account Name: [●] [The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Requested Borrowing: (A) The representations and warranties of the Loan Parties set forth in the First Lien Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of the Requested Borrowing with the same effect as though such representations and warranties had been made on and as of the date of such Requested Borrowing; provided that (A) to the extent that any representation and warranty specifically refers to a given date or period, it is true and correct in all material respects as of such date or for such period and (B) if any such representation is qualified by or subject to a Material Adverse Effect or other “materiality” qualification, such representation is true and correct in all respects. (B) At the time of and immediately after giving effect to the Requested Borrowing, no Default or Event of Default exists.]15 12 Subject to Section 2.02(c) of the First Lien Credit Agreement. The obligations 13 State whether a LIBO Rate Borrowing or ABR Borrowing. If no Type of Requested Borrowing is specified, then the Requested Borrowing shall be an ABR Borrowing. 14 Must be a period contemplated by the definition of “Interest Period”. If no Interest Period is specified, then the Interest Period shall be of one-month’s duration. 15 Include bracketed language only for Borrowings after Closing Date other than (i) Incremental Loans made in connection with any acquisition to the extent not otherwise required by the applicable Additional Lenders and (ii) Borrowings under any Refinancing Amendment and/or Extension to extend such credit are conditioned upon, among other things, the execution extent not otherwise required by the applicable lenders in respect thereof. [This Borrowing Request (and delivery of this Agreement. Each of the Guarantors (as defined belowRequested Borrowing) is a Subsidiary conditioned on the consummation of [ ]16 prior to or substantially simultaneously with the Company and an affiliate Requested Borrowing.]17 16 Identify applicable permitted acquisition, investment or irrevocable repayment or redemption of the Borrowers, will derive substantial benefits from the extension of credit Indebtedness that such Borrowing is being used to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:fund.

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy (facsimile or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. The parties hereto shall (a) execute and deliver to the Administrative Agent this Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent; or (b) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent this Assignment and Acceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT Xxxxx Fargo Capital Finance, LLC Date: AVAILABILITY REPORT Number: BORROWER CPG International Inc, ADDRESS 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 BBC As of Date: Accounts Receivable Outstanding Assigned To Xxxxx Fargo Capital Finance (Previous Report) Additions To Accounts Receivable: New Xxxxxxxx Miscellaneous Debits Less Credit Memos Net Additions To A/R: Deductions To Accounts Receivable: Discounts Allowed Collections Returns and Allowances Other Net Deductions To A/R: Accounts Receivable Outstanding Assigned To Xxxxx Fargo Capital Finance Less: Ineligible A/R: Past Dues Credits Contras Cross Aged (60%) Foreign Concentration Caps Chargebacks Customer Deposits Accrued Customer Rebates Pending Credit Memos Government Other Total Ineligible A/R: Eligible Accounts Receivable Availability From Accounts Receivable @ 85.00 % Availability From Inventory- see attached schedules Ineligible In-transit Inventory Net Availability From Inventory AZEK Seasonal A/R Availability @ AZEK Seasonal Inventory Availability - see attached schedule Total Seasonal Availability (capped @ $5,000,000) * AZEK Seasonal Tranche available from February 1 through May 31. Scranton Products Seasonal A/R Availability Scranton Products Seasonal Inventory Availability - see attached schedule Total Seasonal Availability (capped @ $5,000,000) * Scranton Products Seasonal Tranche available from July 1 through October 31. Total Availability Before Loans and Reserves Rent Reserves Other Reserves Total Other Reserves Total Availability Before Loans and After Reserves Total Line of Credit Limit $ 65,000,000 Lesser of Line of Credit Limit or Total Availability Before Loans and L/Cs Standby LCs $ 10,000,000 Availability Before Loans and After L/Cs Loan Balance Previous Report $ 0 Less; Cash Remitted $ 0 Additional Borrowing This Report $ Loan Balance Today Net Availability After Loans, L.C.’s, and Reserves Pursuant to the provisions of the Loan and Security Agreement dated as of [ ]February 13, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation 2011 (the “CompanyCredit Agreement”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP among CPG International I Inc. (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Borrower Agent”), on behalf certain of its affiliates and/or subsidiaries. Xxxxx Fargo Capital Finance, LLC (“Xxxxx Fargo”), as the Lenders under Collateral Agent, Xxxxx Fargo Bank, National Association, as the Issuing Bank, Credit Suisse AG. Cayman Islands Branch, as the Administrative Agent, and UBS Securities LLC and Xxxxx Fargo, as the Co-Syndication Agents, the Borrower Agent hereby delivers this Borrowing Base and Loan Report to Xxxxx Fargo as the Collateral Agent. Capitalized terms used In this Borrowing Base and Loan Report and not otherwise defined herein have the meanings specified in the Credit Agreement referred to belowAgreement. Reference is made to Xxxxx Fargo Capital Finance, LLC CLIENT: CPG International Inc. 00 Xxxx 00xx Xxxxxx, 00xx Floor BY: Xxx Xxxx, Xxx Xxxx 00000 Name/Title: Credit Suisse AG, Cayman Islands Branch Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 In connection with the Credit Loan and Security Agreement dated as of June 18, 2014 even date herewith (as amended, restated, modified and/or supplemented or otherwise modified from time to time, the “Credit Loan Agreement”) entered into by and between Scranton Products Inc., AZEK Building Products, Inc. and Xxxxxxx Decking Inc., as Borrowers, and CPG International Inc. (“Parent”), among the CPG International I Inc., Xxxxxxx Products Inc., CPG Sub I Corporation, Vycom Corp and Sanatec Sub I Corporation, as Guarantors (individually a “Company” and collectively “Companies”) and Credit Suisse AG, the Initial Borrowing Subsidiaries Cayman Islands Branch (“Credit Suisse”) and certain other Borrowing Subsidiaries from time to time party theretolenders (together with Credit Suisse in its individual capacity, the Lenders from time to time party theretocollectively, the “Lenders”), for whom Credit Suisse will be acting as administrative agent (in such capacity, “Administrative Agent”) please be advised as follows as of the date hereof (except as otherwise defined herein, Deutsche Bank AG New York Branch, all capitalized terms used herein and defined in the Loan Agreement shall be used herein as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Banktherein defined.): 1. The Lenders have agreed to extend credit to the Borrowers subject to the terms full and conditions exact name of each Company as set forth in its certificate of incorporation (or its certificate of formation or other organizational document filed with the Credit Agreementapplicable state governmental authority, as the case may be) is as follows: CPG International Inc. CPG International I Inc. AZEK Building Products, Inc. Xxxxxxx Decking Inc. Scranton Products Inc. Xxxxxxx Products Inc. CPG Sub I Corporation Vycom Corp. Sanatec Sub I Corporation 2. Each Company is a registered organization of the following type (for example, corporation, limited partnership, limited liability company, etc.): CPG International Inc. Corporation Delaware CPG International I Inc. Corporation Delaware Scranton Products Inc. Corporation Delaware AZEK Building Products, Inc. Corporation Delaware Xxxxxxx Decking Inc. Corporation Delaware Xxxxxxx Products Inc. Corporation Delaware CPG Sub I Corporation Corporation Delaware Vycom Corp. Corporation Delaware Sanatec Sub I Corporation Corporation Delaware 3. The obligations organizational identification number of each Company issued by its jurisdiction of organization is as set forth below (or if none is issued by the Lenders to extend such credit are conditioned uponjurisdiction of organization indicate “none”): CPG International Inc. 3937658 CPG International I Inc. 3953009 Scranton Products Inc. 3359187 AZEK Building Products, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Inc. 3359183 Xxxxxxx Decking Inc. 4068656 Xxxxxxx Products Inc. 3564527 CPG Sub I Corporation 4068643 Vycom Corp. 4068646 Sanatec Sub I Corporation 4068653

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 (or other electronic transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]$___,000,000 , 2014 among MOLSON COORS BREWING COMPANY20__ MasterBrand, Inc., a Delaware corporation (the “CompanyBorrower”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP promises to pay to _________________ (the “Initial Borrowing Subsidiaries” andLender”) the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in New York, New York, as Administrative Agent, together with interest on the Company unpaid principal amount hereof at the rates and other Borrowing Subsidiaries from time on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on such Loans in full on the Maturity Date. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to time party otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the Credit Agreementbenefits of, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June November 18, 2014 2022 (which, as it may be amended, restated, supplemented restated or otherwise modified and in effect from time to time, is herein called the “Credit Agreement”), among the CompanyBorrower, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time lenders party thereto, including the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative AgentLender, and Bank of AmericaJPMorgan Chase Bank, N.A., as an Issuing Bank. The Lenders have agreed Administrative Agent, to extend credit to the Borrowers subject to which Agreement reference is hereby made for a statement of the terms and conditions set forth governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. The obligations This Note is to be governed by and construed and enforced in accordance with the laws of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery State of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:New York.

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, each of which shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery Acceptance and adoption of the terms of this Assignment and 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 (or other electronic transmission (including by .pdf)) any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as Alter Domus (US) LLC 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606 USA Attention of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. Legal Department and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company Xxxx Xxxxxx Ladies and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Gentlemen: Reference is made to the Term Loan Credit Agreement dated as of June 18December 3, 2014 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dart Industries Inc. (the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto“Borrower”), the Lenders from time to time party theretothereto and Alter Domus (US) LLC, the as Administrative Agent. Capitalized terms used herein, Deutsche Bank AG New York Branchbut not otherwise defined herein, are used as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth defined in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned uponBorrower hereby gives notice, among other thingsirrevocably, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to Section 2.03 of the Credit Agreement and is willing that the Borrower hereby requests a Loan (the “Proposed Borrowing”) and, in that connection, sets forth below the information relating to execute and deliver this Agreement in order to induce the Lenders to extend such credit. AccordinglyProposed Borrowing as required by Section 2.03 of the Credit Agreement: (a) Aggregate Principal Amount of the Proposed Borrowing: $ ____________; (b) Date of the Proposed Borrowing: _____________ ____, 20__ (the parties hereto agree as follows:“Funding Date”);1

General Provisions. This Affiliated Lender Assignment and Assumption Acceptance 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 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 Affiliated Lender Assignment and Assumption Acceptance by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and AssumptionAcceptance; provided, however, that it shall be promptly followed by an original. This Affiliated Lender Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]Xxxxxx Xxxxxxx Senior Funding, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHInc., as Administrative Agent (the “0000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxxxxx, XX 00000 Attention: Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Agent Email: [***] Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of June 18November 28, 2014 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among EXGEN RENEWABLES IV, LLC, a limited liability company organized under the Companylaws of Delaware (the “Borrower”), EXGEN RENEWABLES IV HOLDING, LLC, a limited liability company organized under the laws of Delaware (“Holding”), the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries LENDERS party thereto from time to time party theretotime, the Lenders from time to time party theretoXXXXXX XXXXXXX SENIOR FUNDING, the INC., as Administrative Agent, Deutsche Bank AG New York BranchWILMINGTON TRUST, NATIONAL ASSOCIATION, as an Issuing BankCollateral Agent and WILMINGTON TRUST, Deutsche Bank AG, Canada BranchNATIONAL ASSOCIATION, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Depositary Bank. The Lenders Capitalized terms used herein and not otherwise defined herein shall have agreed the meanings assigned to extend credit to the Borrowers subject to the such terms and conditions set forth in the Credit Agreement. The obligations This Prepayment Notice is delivered to you pursuant to Section 2.08 of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Credit Agreement. Each The Borrower hereby gives notice of the Guarantors (as defined below) is a Subsidiary prepayment of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree Loans as follows:: For a prepayment by Borrower, 1. ( select Type(s) of Loans) Base Rate Loans in the aggregate principal amount of U.S. $______. LIBOR Loans with an Interest Period ending ______, 20__ in the aggregate principal amount of U.S. $________.

General Provisions. This Assignment and Assumption shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA. Puget Sound Energy, Inc. InfrastruX Group, Inc. Xxxxxxxx, XX 00000-0000 Re: Up-Front Fees Payable to Lenders Ladies and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation Gentlemen: We refer to (the “Company”), MOLSON COORS BREWING COMPANY (UK1) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18May 27, 2014 2004 among Puget Sound Energy, Inc., a Washington corporation (“PSE”), the financial institutions party thereto as lenders (the “Lenders”), and Union Bank of California, N.A., a national banking association (“UBOC”), as administrative agent and as letter-of-credit issuer (said Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time, herein called the “PSE Credit Agreement”), and (2) the Credit Agreement dated as of May 27, 2004 among the CompanyInfrastruX Group, Inc., a Washington corporation (“InfrastruX”), Puget Energy, Inc., a Washington corporation, the Initial Borrowing Subsidiaries Lenders, and other Borrowing Subsidiaries UBOC, as administrative agent and as letter-of-credit issuer (said Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time party theretotime, herein called the Lenders from time “InfrastruX Credit Agreement”). UBOC, in its capacities as administrative agent under the PSE Credit Agreement and as administrative agent under the InfrastruX Credit Agreement, is herein called the “Administrative Agent.” In connection with the PSE Credit Agreement and the InfrastruX Credit Agreement, PSE and InfrastruX hereby agree to time party thereto, pay to the Administrative Agent, Deutsche Bank AG New York Branchratably in accordance with the “Aggregate Commitment” to PSE under the PSE Credit Agreement and the “Aggregate Commitment” to InfrastruX under the InfrastruX Credit Agreement, as an Issuing Banka nonrefundable up-front fee in the aggregate amount equal to (a) 0.35% of each Lender’s Allocated Combined Commitment, Deutsche Bank AGif such Lender’s Offered Combined Commitment was $65,000,000, Canada Branch(b) 0.30% of each Lender’s Allocated Combined Commitment, as Canadian if such Lender’s Offered Combined Commitment was at least $35,000,000 but less than $65,000,000, or (c) 0.25% of such Lender’s Allocated Combined Commitment, if such Lender’s Offered Combined Commitment was less than $35,000,000. The aforementioned up-front fee shall be payable to the Administrative Agent, and Bank in immediately available funds for the account of Americaeach Lender, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to on the Borrowers subject to closing date for the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the PSE Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:InfrastruX 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 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 (or other electronic transmission (including by .pdf)) any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkTexas. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]JPMorgan Chase Bank, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHN.A., as Administrative Agent (the “Administrative Agent”)Loan Agency Services Group 00 Xxxxx Xxxxxxxx, on behalf of the Lenders under the Credit Agreement referred to below. X0 Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx Xxxxxxxx Re: Xxxxx Corporation Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of June 18April 30, 2014 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Xxxxx Corporation (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings specified in the Credit Agreement. The Borrower hereby requests a Borrowing under the Credit Agreement, and, as required by Section 2.03 of the Credit Agreement, specifies the following information for such Borrowing (the “Proposed Borrowing”): (a) The date of the Proposed Borrowing (which shall be a Business Day) is __________, 20___. (b) The Type and amount of, and, in the case of a Eurodollar Borrowing, the Interest Period applicable to, the Loans comprising the Proposed Borrowing are: _____ Eurodollar Loans in an aggregate amount of $__________ with an Interest Period of: _____ one (1) month _____ two (2) months _____ three (3) months _____ six (6) months _____ ABR Loans in an aggregate amount of $__________. (c) The location and number of account to which funds are to be disbursed is: __________________ __________________ The Borrower hereby certifies that after giving effect to the Proposed Borrowing, the total Revolving Credit Exposure will not exceed the total Commitments. The Borrower hereby further certifies that on the date hereof all applicable conditions to the Proposed Borrowing set forth in Article IV of the Credit Agreement have been satisfied and that the Proposed Borrowing complies with the terms of the Credit Agreement, and by acceptance of the proceeds of the Proposed Borrowing, the Borrower will be deemed to have recertified the foregoing on the date of the Proposed Borrowing. Sincerely, By: Name: Title: JPMorgan Chase Bank, N.A., as Administrative Agent Loan Agency Services Group 00 Xxxxx Xxxxxxxx, X0 Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx Xxxxxxxx Re: Xxxxx Corporation Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of April 30, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Xxxxx Corporation (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings specified in the Credit Agreement. The Borrower hereby gives notice of an election to [convert/continue] Loans under the Credit Agreement, and, as required by Section 2.07 of the Credit Agreement, specifies the following information for such election: (a) The effective date of the election made pursuant to this Interest Election Request (which shall be a Business Day) is __________, 20__. (b) The Loans to which this Interest Election Request applies are described as follows: (c) The Loans described in clause (b) are to be [converted/continued] into a Borrowing of Loans of the Type, in the amounts, and, in the case of Eurodollar Loans, having the Interest Period described as follows: _____ Eurodollar Loans comprising a Borrowing in an aggregate amount of $__________ with an Interest Period of: _____ one (1) month _____ two (2) months _____ three (3) months _____ six (6) months _____ ABR Loans comprising a Borrowing in an aggregate amount of $__________. The Borrower hereby certifies that on the date hereof the election made pursuant to this Interest Election Request complies with the terms of the Credit Agreement, and the Borrower will be deemed to have recertified the foregoing on the effective date of the election made pursuant to this Interest Election Request. Sincerely, By: Name: Title: U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of April 30, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxx Corporation, a Nevada corporation (the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto“Borrower”), the Lenders from time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Pursuant to time party theretothe provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN (or any successor form) or IRS Form W-8BEN-E (or any successor form). 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, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent, Agent with a properly completed and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed currently effective certificate in either the calendar year in which each payment is to extend credit be made to the Borrowers subject 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 the terms and conditions set forth them in the Credit Agreement. The obligations By: Name: Title: Date: ____________, 20__ U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of April 30, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxx Corporation, a Nevada corporation (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 2.16 of the Lenders 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 extend the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN (or any successor form) or IRS Form W-8BEN-E (or any successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such credit are conditioned uponLender 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. By: Name: Title: Date: ____________, 20___ U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of April 30, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among other thingsXxxxx Corporation, a Nevada corporation (the “Borrower”), the execution Lenders party thereto and delivery JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 2.16 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 (or any successor form) 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 any successor form) or IRS Form W-8BEN-E (or any successor form) or (ii) an IRS Form W-8IMY (or any successor form) accompanied by an IRS Form W-8BEN (or any successor form) or IRS Form W-8BEN-E (or any successor form) 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. Each By: Name: Title: Date: ____________, 20___ U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of April 30, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxx Corporation, a Nevada corporation (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 2.16 of the Guarantors Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as defined belowwell as any Note(s) evidencing such Loan(s)) in respect of which it is a Subsidiary providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of the Company and an affiliate of the Borrowerssuch Loan(s) (as well as any Note(s) evidencing such Loan(s)), will derive substantial benefits from (iii) with respect to the extension of credit to the Borrowers pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is willing a controlled foreign corporation related to execute the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and deliver the Borrower with IRS Form W-8IMY (or any successor form) 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 any successor form) or IRS Form W-8BEN-E (or any successor form) or (ii) an IRS Form W-8IMY (or any successor form) accompanied by an IRS Form W-8BEN (or any successor form) or IRS Form W-8BEN-E (or any successor form) 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 order the Credit Agreement. By: Name: Title: Date: ____________, 20___ INCREASING LENDER SUPPLEMENT, dated ____________, 20___ (this “Supplement”), by and among each of the signatories hereto, to induce the Credit Agreement, dated as of April 30, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxx Corporation, a Nevada corporation (the “Borrower”), the Lenders to extend party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such credit. Accordinglycapacity, the parties hereto agree as follows:“Administrative Agent”).

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, 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 electronic (i.e., “pdf” or other electronic transmission (including by .pdf)“tif”) format 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. SUBSIDIARY GUARANTEE AGREEMENT dated To each of the Lenders parties to the Credit Agreement referred to below, to Citibank, N.A., as of [ ]Administrative Agent, 2014 among MOLSON COORS BREWING COMPANYand to the LC Issuing Banks Ladies and Gentlemen: I have acted as counsel to Entergy Corporation, a Delaware corporation (the “CompanyBorrower”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together in connection with the Company preparation, execution and other Borrowing Subsidiaries from time to time party to delivery of the Amended and Restated Credit Agreement, dated as of August 14, 2015, by and among the “Borrowers”)Borrower, each subsidiary of the Company listed on Schedule I hereto Lenders and DEUTSCHE BANK AG NEW YORK BRANCHLC Issuing Banks parties thereto and Citibank, N.A., as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to amending and restating the Credit Agreement dated as of June 18March 9, 2012, as supplemented by the Extension Agreement dated as of March 1, 2013, and as further supplemented by the Extension Agreement dated as of March 14, 2014 (as amended, so amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among . This opinion is furnished to you at the Company, request of the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time Borrower pursuant to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank Section 3.01(a)(v) of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations Unless otherwise defined herein or unless the context otherwise requires, terms defined in the Credit Agreement are used herein as therein defined. In such capacity, I have examined: (i) Counterparts of the Lenders to extend such credit are conditioned uponCredit Agreement, among other thingsexecuted by the Borrower; (ii) Copies of executed promissory notes, the execution and delivery of this Agreement. Each each dated as of the Guarantors date hereof, payable to each of (as defined belowA) is a Subsidiary of Bank Hapoalim B.M., (B) CoBank, ACB, (C) Taiwan Business Bank, Los Angeles Branch, (D) Taiwan Cooperative Bank Los Angeles Branch and (E) Whitney Bank, issued by the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers Borrower pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly(collectively, the parties hereto agree as follows:“Notes”); (iii) The Certificate of Incorporation of the Borrower (the “Charter”); (iv) The Bylaws of the Borrower (the “Bylaws”); (v) A certificate of the Secretary of State of the State of Delaware, dated August 4, 2015, attesting to the continued corporate existence and good standing of the Borrower in that State; (vi) A certificate of the Secretary of State of the State of Louisiana, dated August 4, 2015, attesting that the Borrower is a foreign corporation duly qualified to conduct business in that State; 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 assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT FOR NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402). Annex I to Exhibit A Reference is made to the Credit and Assumption. This Assignment and Assumption shall be governed byGuaranty Agreement, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]December 28, 2014 2012 (as amended, restated, amended and restated, modified, supplemented and/or extended from time to time, the “Credit Agreement”; capitalized terms used herein have the meanings attributed thereto in the Credit Agreement unless otherwise defined herein), among MOLSON COORS BREWING COMPANYAnvil US 1 LLC (“Holdings”), Global Generations International Inc. (“U.S. Holdings”), Xxxxxxxx.xxx Inc. (f/k/a Delaware corporation Global Generations Merger Sub Inc.) (the “CompanyBorrower”), MOLSON COORS BREWING COMPANY (UK) LIMITEDthe Subsidiary Guarantors from time to time party thereto the several banks, MOLSON CANADA 2005financial institutions, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company institutional investors and other Borrowing Subsidiaries entities from time to time party to the Credit Agreement, Agreement as lenders or holders of the Loans (the “BorrowersLenders”), each subsidiary ) and issuers of the Company listed on Schedule I hereto Letters of Credit and DEUTSCHE BANK AG NEW YORK BRANCHBarclays Bank PLC, as Administrative Agent (the “Administrative Agent”), on behalf . Pursuant to Section 8.2(b) of the Lenders Credit Agreement, the undersigned, solely in his/her capacity as an Authorized Officer, certifies as follows: 1. [Attached hereto as Exhibit A are the audited consolidated balance sheet of Holdings and its Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year reported on without a “going concern” statement or like qualification or exception, or qualification arising out of the scope of the audit [(other than with respect to or resulting from the maturity of any Loans under the Credit Agreement referred to belowoccurring within one (1) year from the time such opinion is delivered)]1, by Ernst & Young LLP or other independent certified public accountants of nationally recognized standing.]2 2. Reference is made to [Attached hereto as Exhibit A are the Credit Agreement dated unaudited consolidated balance sheet of Holdings and its Subsidiaries as at the end of June 18such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, 2014 setting forth in each case in comparative form the figures for the previous year, certified by an Authorized Officer of Holdings as fairly stating in all material respects the financial position of Holdings and its Subsidiaries in accordance with GAAP for the period covered thereby (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to normal year end audit adjustments and the terms and conditions set forth in the Credit Agreement. The obligations absence of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:footnotes).]3

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 Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT .. , 20 [Via Email: Xxxxxx.Xxxxxx.Xxxxxx@xxxxxxxx.xxx] OR [Via Email: XXX.Xxxxxxxxxx@xxxxxxxx.xxx] JPMorgan Chase Bank, N.A., as Administrative Agent Attention: [ ] Ladies and Gentlemen: This compliance certificate (this “Certificate”) is being delivered by [ ] (“Borrower”) pursuant to Section 4.14[(a)([ ])] of that certain Revolving Loan and Security Agreement, dated as of [ ], 2014 [among MOLSON COORS BREWING COMPANYBorrower, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of and the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 thereto (as the same may have been or may hereafter be amended, restatedmodified, supplemented or otherwise modified supplemented, restated and/or replaced from time to time, the “Credit Loan Agreement”). All capitalized terms used but not defined in this Certificate shall have the meanings given in the Loan Agreement. This Certificate is being given for the fiscal [quarter] [year] ending on , among 20 (the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time “Covenant Certification Date”). Borrower hereby certifies to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branchfor the benefit of the Lenders, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bankfollows: 1. The Lenders have agreed to extend credit to undersigned is currently the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement Borrower and is willing fully authorized to act in such capacity and execute and deliver this Agreement Certificate. 2. No Default or Unmatured Default has occurred and is continuing as of the date of this Certificate, except as set forth below [if blank, there are no exceptions]: 3. All representations and warranties made by Borrower in order the Loan Documents (and any certificate, document or financial or any other statement furnished pursuant to induce or in connection therewith) remain true and correct in all material respects (except for changes in conditions disclosed to Administrative Agent that would not cause a Default under the Lenders to extend Loan Documents) on and as of the date of this Certificate with the same force and effect as if made on and as of such credit. Accordingly, the parties hereto agree as follows:date.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT dated JPMorgan Chase Bank, N.A., as of [ ]Administrative Agent, 2014 among MOLSON COORS BREWING COMPANYand the Lenders Re: Cummins Inc. External Counsel Legal Opinion Regarding the 364-Day Credit Agreement Ladies and Gentlemen: We have acted as special New York counsel to Cummins Inc., a Delaware an Indiana corporation (the “Company”), MOLSON COORS BREWING COMPANY its subsidiaries, CMI Global Equity Holdings C.V., Cummins EMEA Holdings Limited, and CMI Global Equity Holdings B.V. (UK) LIMITEDcollectively, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” andOriginal Subsidiary Borrowers”; the Original Subsidiary Borrowers, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit AgreementCompany, the “BorrowersOpinion Parties”, and individually, an “Opinion Party”), each subsidiary in connection with, and give this opinion pursuant to, Section 4.01(b) of the Company listed on Schedule I hereto 364-Day Credit Agreement (the “Credit Agreement”) dated as of the date hereof among the Opinion Parties, the Eligible Subsidiaries referred to therein, the Lenders and DEUTSCHE BANK AG NEW YORK BRANCHAgents party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), on behalf of and each promissory note (collectively, the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement “Notes”), if any, dated as of June 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Initial Borrowing Subsidiaries date hereof made by an Opinion Party and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit payable to the Borrowers subject to order of a Lender. Except as otherwise indicated herein, capitalized definitional terms in this opinion have the terms and conditions meanings set forth in the Credit Agreement. The obligations Credit Agreement and the Notes are referred to herein as the “Loan Documents.” In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Lenders to extend such credit are conditioned upondocuments, among corporate records, certificates and other things, the execution and delivery instruments as we have deemed necessary or appropriate for purposes of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowersopinion, will derive substantial benefits from the extension of credit to the Borrowers pursuant to including the Credit Agreement and the Notes. We note that various issues concerning certain corporate matters regarding the Company are addressed in the opinion dated the date hereof of Xxxxxx X. Xxxxxx, counsel to the Company, and various issues concerning the Original Subsidiary Borrowers under England and Wales law and Netherlands law are addressed in the opinions dated the date hereof of Xxxxxx Xxxxxx, counsel to the Original Subsidiary Borrowers, in each case separately provided to you in connection with the Credit Agreement, and we express no opinion with respect to those matters (and we have, with your permission, relied in this opinion on such opinions of Xxxxxx X. Xxxxxx and Xxxxxx Xxxxxx as to such matters without independent verification of the substance of such opinions). In rendering this opinion, we have, with your permission, and without investigation, verification or inquiry, (i) relied as to all factual matters on the representations, warranties and certifications of the parties set forth in the Loan Documents and each of the certificates delivered pursuant thereto and (ii) assumed that: (a) Each of the parties to the Loan Documents is willing duly organized and validly existing under the laws of its jurisdiction of organization; (b) Each of the parties to the Loan Documents has the necessary right, power, and authority to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordinglydeliver, and perform its obligations under, the Loan Documents; the transactions therein contemplated have been duly authorized by all parties hereto agree as follows:thereto; the Loan Documents have been duly executed, delivered, and accepted by all parties thereto; and the Loan Documents constitute the legal, valid, and binding obligation of all parties thereto, other than the Opinion Parties;

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) 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, as amended (as and to the extent applicable), and other applicable law. SUBSIDIARY GUARANTEE AGREEMENT 6 The concept of “Foreign Lender” should be conformed to the section in the Credit Agreement governing withholding taxes and gross-up. STANDARD TERMS AND CONDITIONS TO THE ASSIGNMENT AND ASSUMPTION, Solo Page EXHIBIT B, Cover Page quarter ending , To: JPMorgan Chase Bank, N.A. Loan and Agency Services Group 00 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx Telephone: 000-000-0000 Telecopy: 000-000-0000 and each Lender Ladies and Gentlemen: This Compliance Certificate (the “Certificate”) is being delivered pursuant to Section 5.01(c) of that certain Credit Agreement (as amended, the “Agreement”) dated as of [ ]January 5, 2014 2011, among MOLSON COORS BREWING COMPANYIHS Inc., a Delaware corporation certain of its subsidiaries named therein (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreementcollectively, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto JPMorgan Chase Bank, National Association as agent, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under named therein. All capitalized terms, unless otherwise defined herein, shall have the Credit Agreement referred to belowsame meanings as in the Agreement. Reference is All the calculations set forth below shall be made to the Credit Agreement dated as of June 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject pursuant to the terms and conditions set forth in of the Credit Agreement. The obligations undersigned, an authorized financial officer of the Lenders to extend Borrower in his capacity as such credit are conditioned uponfinancial officer and not in his individual capacity, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit does hereby certify to the Borrowers pursuant to Agent and the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as followsBanks 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 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 (or other electronic transmission (including by .pdf)) any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party To: The Lenders parties to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto Agreement Described Below This Compliance Certificate is furnished pursuant to that certain Amended and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Restated Credit Agreement dated as of June 18October 29, 2014 2020 (as amended, restatedmodified, supplemented renewed or otherwise modified extended from time to time, the “Credit Agreement”) among Xxxxxx Xxxxxxxxxxx (the “Borrower”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party theretoLoan Parties, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing thereto and JPMorgan Chase Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing BankAdministrative Agent for the Lenders. The Lenders Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have agreed the meanings ascribed thereto in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: 1. I am the duly elected of the Borrower; 2. I have reviewed the terms of the Agreement and I have made, or have caused to extend credit to be made under my supervision, a detailed review of the Borrowers transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements [for quarterly or monthly financial statements add: and such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the terms and conditions set forth in the Credit Agreement. The obligations absence of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:footnotes];

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 (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 Affiliated Lender Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) imaging means 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, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as York without regard to conflicts of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (principles of law that would require the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary application of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHlaws of another jurisdiction. UBS AG, Stamford Branch, as Administrative Agent (the “Administrative Agent”), on behalf of for the Lenders under the Credit Agreement referred to below. , 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Banking Products Services Agency Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of June 18April 7, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among cpi international, inc., a Delaware corporation (“Borrower”), among the Companycpi international holding corp., a Delaware corporation (“Holdings”), the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time Subsidiary Guarantors party thereto, the Lenders from time and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as swingline lender (in such capacity, “Swingline Lender”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties. Borrower hereby gives you notice pursuant to time party theretoSection 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Class of Borrowing [Revolving Borrowing24] [Term Borrowing25] [Swingline Loan] (B) Principal amount of Borrowing26 24 Specify Refinancing Revolving Borrowing, if applicable. 25 Specify Term B Borrowing, Incremental Term Borrowing or Refinancing Term Loan Borrowing. 26 ABR Loans must be in an amount that is at least $500,000 and an integral multiple of $500,000 or equal to the remaining available balance of the applicable Commitments. Eurodollar Loans must be in an amount that is at least $1,000,000 and an integral multiple of $1,000,000 or equal to the remaining available balance of the applicable Commitments. (C) Date of Borrowing (which is a Business Day27) (D) Type of Borrowing [ABR] [Eurodollar]28 (E) In the case of Eurodollar Loans: Interest Period and the last day xxxxxxx00 (F) Funds are requested to be disbursed to Borrower’s account with [ ] (Account No. [ ]). Borrower hereby represents and warrants that the conditions to lending specified in Sections 4.02(b), (c) and (d) of the Credit Agreement [(in the case of the Term B Loans funded on the Closing Date) or the applicable Increase Joinder or Refinancing Amendment (in the case of any Incremental Term Loan or Refinancing Term Loans of any Class)] are satisfied as of the date hereof. 27 Shall be a Business Day that is (a) the date hereof in the case of a borrowing into ABR Loans (other than Swingline Loans) to the extent this Borrowing Request is delivered to the Administrative AgentAgent prior to 12:00 noon, Deutsche Bank AG New York BranchCity time on the date hereof, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agentotherwise one Business Day following the date of delivery hereof, and Bank (b) three Business Days following the date hereof in the case of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit a Borrowing into Eurodollar Loans to the Borrowers subject extent this Borrowing Request is delivered to the terms and conditions set forth Administrative Agent prior to 11:00 a.m. New York City time on the date hereof, otherwise the fourth Business Day following the date of delivery hereof.) 28 Shall be ABR for Swingline Loans. 29 Subject to the definition of “Interest Period” in the Credit Agreement. The obligations By: Name: Title: [Responsible Officer] I, [ ], the [Financial Officer] of cpi international, inc., hereby certify that, with respect to that certain Credit Agreement dated as of April 7, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among cpi international, inc., a Delaware corporation (“Borrower”), cpi international holding corp., a Delaware corporation (“Holdings”), the Subsidiary Guarantors party thereto, the Lenders and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as swingline lender (in such capacity, “Swingline Lender”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties (capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement): a. [Attached hereto as Schedule 1 are detailed calculations demonstrating compliance by Borrower, Holdings and each Subsidiary Guarantor with Section 6.09 of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Credit Agreement. Each Borrower, Holdings and the Subsidiary Guarantors are in compliance with such Section as of the Guarantors date hereof.]30 [Attached hereto as Schedule 2 are detailed calculations setting forth the Borrower’s Excess Cash Flow.]31 Attached hereto as Schedule 3 is [(as defined belowi)] a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income [and (ii) is a Subsidiary the report of an accounting firm setting forth the items required by Section 5.01(c)(ii) of the Company Credit Agreement.]32 b. [No Default has occurred and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to is continuing under the Credit Agreement which has not been previously disclosed, in writing, to the Administrative Agent pursuant to a Compliance Certificate.]33 30 Schedule 1 and such calculations shall not be in necessary for any Test Period if on the last day of such Test Period the aggregate principal amount of Revolving Loans, Swingline Loans and/or Letters of Credit (excluding Letters of Credit which have been Cash Collateralized ) that are issued and/or outstanding is willing equal to execute and deliver this Agreement in order to induce or less than 30% of the Revolving Commitments of all Lenders to extend as of the last day of such credit. Accordingly, the parties hereto agree as follows:Test 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 transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]Xxxxxx Xxxxxxx Senior Funding, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHInc., as Administrative Agent (the “Administrative Agent”), on behalf of for the Lenders under party to the Credit Agreement referred to below. Reference is made below 0 Xxx Xxxx Xxxxx, Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxx / Xxxx Xxxx Ladies and Gentlemen: The undersigned, Twitter, Inc. (the “Borrower”), refers to the Revolving Credit Agreement Agreement, dated as of June 18October 22, 2014 2013 (as amended, restated, amended and restated, modified, extended and/or supplemented or otherwise modified from time to time, the “Credit Agreement”,” the terms defined therein being used herein as therein defined), among the CompanyBorrower, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries lenders from time to time party theretothereto (each a “Lender” and collectively, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch“Lenders”) and you, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative AgentAgent for such Lenders, and Bank hereby gives you notice, irrevocably, pursuant to Section 2.03 of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations , that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.03 of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Credit Agreement. Each : (i) The Business Day of the Guarantors Proposed Borrowing is 20 .1 (as defined belowii) is a Subsidiary The aggregate principal amount of the Company and an affiliate Proposed Borrowing is [ ].2 (iii) The Proposed Borrowing is to consist of [ABR Loans] [Eurodollar Loans]. [(iv) The initial Interest Period for the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and Proposed Borrowing is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:[one/two/three/six/ twelve months][insert period less than one month].3]

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 transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]Wxxxx Fargo Bank, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHNational Association, as Administrative Agent (the “Administrative Agent”), on behalf of for the Lenders under the Credit Agreement referred to below. below 100 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Loan Portfolio Manager – OSG Bulk Ships, Inc. Telephone: 200-000-0000 Facsimile No.: 200-000-0000 [and Wxxxx Fargo Bank, National Association, as Swingline Lender 100 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Loan Portfolio Manager – OSG Bulk Ships, Inc. Telephone: 200-000-0000 Facsimile No.: 200-000-0000]1 Re: OSG Bulk Ships, Inc. Ladies and Gentlemen: Reference is made to the ABL Credit Agreement Agreement, dated as of June 18August 5, 2014 (as the same now exists or may hereafter be amended, amended and restated, supplemented modified, supplemented, extended, renewed, restated or otherwise modified from time to time, the “Credit Agreement”), among Overseas Shipholding Group, Inc., a Delaware corporation, OSG Bulk Ships, Inc., a New York corporation (the Company“Administrative Borrower”), certain Restricted Subsidiaries of the Administrative Borrower from time to time party thereto as co-borrowers (the “Co-Borrowers” and, together with the Administrative Borrower, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries “Borrowers”), the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto, Wxxxx Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, Deutsche Bank AG New York BranchWxxxx Fargo Bank, National Association, as collateral agent and mortgage trustee for the Secured Parties, Wxxxx Fargo Bank, National Association, as Swingline Lender, Wxxxx Fargo Bank, National Association, as an Issuing Bank, Deutsche Bank AGand the other Agents party thereto. Unless otherwise defined herein, Canada Branch, as Canadian Administrative Agent, terms defined in the Credit Agreement and Bank of America, N.A., as an Issuing Bank. The Lenders used herein shall have agreed the meanings given to extend credit to the Borrowers subject to the terms and conditions set forth them in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors Administrative Borrower (as defined below) is a Subsidiary of the Company and an affiliate on behalf of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers ) hereby gives you notice pursuant to Section [2.03][2.16(b)] of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and that in connection therewith sets forth below the terms on which such Borrowing is willing requested to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:be made: 1 Include for requests of Swingline 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 (facsimile or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law Law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated PNC Bank, National Association, as of [ ]Agent for the Lenders party to the Term Loan Agreement referred to below 000 Xxxxxxxxx Xxxxxx Xxxxxxxxxx XX, 2014 among MOLSON COORS BREWING COMPANY00000 Mailstop: P7-PFSC-04-I Facsimile No.: 000-000-0000 Email: xxxxx.xxxxx@xxx.xxx Attention: Xxxxx Xxxxx Ladies and Gentlemen: The undersigned, a Delaware Pinnacle West Capital Corporation, an Arizona corporation (the “CompanyBorrower”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party refers to the Credit 364-Day Term Loan Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18May 5, 2014 2020 (as amended, restated, supplemented supplemented, or otherwise modified from time to time, the “Credit Term Loan Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), among the CompanyBorrower, the Initial Borrowing Subsidiaries Lenders named therein and other Borrowing Subsidiaries from time to time party thereto, PNC Bank, National Association, as Agent for said Lenders and the Lenders from time to time other agents party thereto, and hereby gives you notice, irrevocably, that the Administrative Agentundersigned requests a [Conversion] [continuation] of a Borrowing (the “Existing Borrowing”) under the Term Loan Agreement, Deutsche Bank AG New York Branchand in that connection has set forth below the information relating to such [Conversion] [continuation] (the “Proposed [Conversion] [Continuation]”) as required by the definition of “Interest Period” contained in Section 1.01 of the Term Loan Agreement and/or Section 2.07 of the Term Loan Agreement, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. applicable: (i) The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations Business Day of the Lenders to extend such credit are conditioned uponProposed [Conversion] [Continuation] is ________ ____, among other things, 20___. (ii) The Type of Loans comprising the execution and delivery Existing Borrowing is [Base Rate Loans] [Eurodollar Rate Loans having an Interest Period of this Agreement. Each [one week][ month(s)]. (iii) The aggregate amount of the Guarantors Proposed [Conversion] [Continuation] is $___________. (as defined belowiv) The Type of Loans to which such Existing Borrowing is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit proposed to the Borrowers pursuant to the Credit Agreement and be [Converted] [continued] is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:[Base Rate Loans] [Eurodollar Rate 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 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 (or other electronic transmission (including by .pdf)) any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Date: , To: MUFG Bank, Ltd. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, XX, 00000-0000 Attention: Xxxxxxxx Xxxx Email: XxxxxxXxxx@xx.xx.xxxx.xx with a copy to MUFG at: MUFG Bank, Ltd. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, XX, 00000-0000 Attention: Diego (Chi-Cheng) Chen Email: xxxxxx@xx.xxxx.xx Ladies and Assumption shall be governed byGentlemen: Reference is made to that certain Amended and Restated Term Loan Agreement, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ April [17], 2014 2019 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time in accordance with its terms, the “Agreement”; the terms defined therein being used herein as therein defined), among MOLSON COORS BREWING COMPANYNiSource Inc., a Delaware corporation (the “CompanyBorrower”), MOLSON COORS BREWING COMPANY (UK) LIMITEDMUFG Bank, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHLtd., as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bankthe other parties thereto. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations Borrower hereby requests a Borrowing of the Lenders to extend such credit are conditioned uponLoans, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows: 1. In the aggregate amount of $ . 2. On , 20 (a Business Day). 3. Comprised of [an ABR] [a Eurodollar] Borrowing.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York____________________ [confirm that choice of law provision parallels the Credit Agreement]. SUBSIDIARY GUARANTEE AGREEMENT dated as Attached. FOR VALUE RECEIVED, the sufficiency of [ ]which is hereby acknowledged, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries in consideration of credit and/or financial accommodation heretofore or hereafter from time to time party 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, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”)) and Lenders, on behalf of the Lenders under the Credit Agreement referred to below. Reference as such term is made to the Credit defined in that certain Term Loan Agreement dated as of June 18September 30, 2014 2015 among Borrower, Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, X.X. XXXXXX SECURITIES LLC, SUNTRUST XXXXXXXX XXXXXXXX, INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Bookrunners (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ;” capitalized terms used herein and not otherwise defined shall have the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions meanings set forth in the Credit Agreement. The obligations ), the undersigned Subsidiaries of Borrower (each a “Guarantor” and collectively, “Guarantors”) hereby jointly and severally furnish their guaranty of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors Guaranteed Obligations (as defined belowhereinafter defined) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy (or other electronic transmission (including by .pdf)) facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as Table of [ ]Contents [DATE] CREDIT SUISSE AG, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK CAYMAN ISLANDS BRANCH, as Administrative Agent Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Agency Group Ladies and Gentlemen: The undersigned Responsible Officer of Claire’s Stores, Inc., a Florida corporation (the “Administrative AgentBorrower”), on behalf pursuant to Section [4(b)(B)(v) of the Lenders under the Amendment No. 3 in connection with that]1 [5.04(l) of that]2 certain ABL Credit Agreement referred to below. Reference is made to the Credit Agreement Agreement, dated as of June 18August 12, 2014 2016 and effective as of September 20, 2016 (as amended, restated, supplemented or amended and restated, supplemented, and/or otherwise modified from time to time, the “Credit Agreement”), among the CompanyBorrower, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party theretoClaire’s Inc., a Delaware corporation, the Lenders from time to time party thereto, the Administrative Agentand Credit Suisse AG, Deutsche Bank AG New York Cayman Islands Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian administrative agent for the Lenders (the “Administrative Agent”), and Bank of Americahereby certifies, N.A.solely in such capacity, as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to Administrative Agent that (1) the information attached hereto as Exhibit A is true and correct as of the effective date of the calculation set forth thereon and (2) no Default or Event of Default has occurred and is continuing on such date. All initially capitalized terms and conditions used in this Borrowing Base Certificate have the meanings set forth in the Credit AgreementAgreement unless specifically defined herein. The obligations of 1 To be included for the Lenders to extend such credit are conditioned upon, among other things, Borrowing Base Certificate delivered on the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Closing Date.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission copy (including by .pdf).pdf and .tif) 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. SUBSIDIARY GUARANTEE AGREEMENT dated as of 53rd at Third 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Tel: +0.000.000.0000 Fax: +0.000.000.0000 xxx.xx.xxx FIRM / AFFILIATE OFFICES Abu Dhabi Barcelona Beijing Boston Moscow Munich New Jersey New York [ ], 2014 among MOLSON COORS BREWING COMPANY2012 L&W DRAFT 0/0/00 Xxxxxxxx Xxxxxxx Xxxx Xxxxx Xxxxxxxxx Xxxxxxx Hong Kong Houston London Los Angeles Madrid Milan Orange County Paris Riyadh Rome San Diego San Francisco Shanghai Silicon Valley Singapore Tokyo Washington, D.C. File No. 036794-0020 The lenders party to the Credit Agreement (referred to below) on the date thereof and BNP Paribas, as Administrative Agent for the lenders referred to above Re: The Credit Agreement referred to below Ladies and Gentlemen: We have acted as special counsel to Xxxxxx Xxxxxxx LLC, a Delaware corporation limited liability company (the “Company”), MOLSON COORS BREWING COMPANY Xxxxxx Xxxxxxx Inc., a Delaware corporation, Xxxxxx Xxxxxxx USA Corporation, a Delaware corporation, Xxxxxx Xxxxxxx North America Corp., a Delaware corporation, Xxxxxx Xxxxxxx Energy Corporation, a Delaware corporation, Xxxxxx Xxxxxxx International Corporation, a Delaware corporation (UK) LIMITEDcollectively, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing SubsidiariesCorporate Borrowers,” and, and together with the Company and other Borrowing Subsidiaries from time to time party to the Credit AgreementCompany, the “Borrowers”), each subsidiary and the Affiliates of the Company that are listed as “U.S. Guarantors” (together with the Borrowers, the “U.S. Credit Parties”) and “Non-U.S. Guarantors” on Schedule I A hereto and DEUTSCHE BANK AG NEW YORK BRANCH(collectively, as Administrative Agent (the “Administrative AgentGuarantors” and together with the Borrowers, the “Credit Parties”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the ) in connection with (a) that certain Credit Agreement dated as of June 18[ ], 2014 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the CompanyBorrowers, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party theretoGuarantors, the Lenders from time to time lenders party theretothereto and BNP Paribas, as administrative agent (in such capacity, the “Administrative Agent”) and (b) the other Opinion Documents (as defined below). This letter is furnished pursuant to Section 6.01(b) of the Credit Agreement. Capitalized terms defined in the Credit Agreement, Deutsche Bank AG New York Branchused herein and not otherwise defined herein, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders shall have agreed to extend credit to the Borrowers subject to the terms and conditions set forth meanings given them in the Credit Agreement. The obligations As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter, except where a specified fact confirmation procedure is stated to have been performed (in which case we have with your consent performed the Lenders stated procedure), and except where a statement is qualified as to extend such credit are conditioned uponknowledge (in which case we have with your consent made no or limited inquiry as specified below). We have examined, among other things, the following: (a) the Credit Agreement; and (b) the Promissory Notes listed on Schedule B hereto (the “Promissory Notes”). The documents described in subsections (a) – (b) above are referred to herein collectively as the “Opinion Documents.” Except as otherwise stated herein, as to factual matters we have, with your consent, relied upon the foregoing, and upon oral and written statements and representations of officers and other representatives of the Credit Parties and others, including the representations and warranties of the Credit Parties in the Opinion Documents. We have not independently verified such factual matters. We are opining as to the effect on the subject transaction only of the federal laws of the United States and the internal laws of the State of New York, and we express no opinion with respect to the applicability to the opinions expressed herein, or the effect thereon, of the laws of any other jurisdiction, or as to any matters of municipal law or the laws of any local agencies within any state. Except as otherwise stated herein, our opinions herein are based upon our consideration of only those statutes, rules and regulations which, in our experience, are normally applicable to borrowers and guarantors in unsecured loan transactions. We express no opinion as to any state or federal laws or regulations applicable to the subject transactions because of the legal or regulatory status of any parties to the Opinion Documents or the legal or regulatory status of any of their affiliates. Various issues pertaining to certain US laws and Bermuda, England, Hungary, Luxembourg, Gibraltar and Switzerland law are addressed in the opinions of Xxxx Xxxxxxxx, Xxxxxxx Xxxx & Xxxxxxx Limited, Xxxxxx & Xxxxxxx LLP (London), Xx. Xxxxx X. Xxxxxx Law Firm, Xxxxx & XxXxxxxx LLP, Xxxxx Stagnetto Xxxxx, Xxxxx Xxxxxx Rechtansanwälte and Bär & Xxxxxx XX, respectively, separately provided to you. We express no opinion with respect to those matters herein, and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters. Subject to the foregoing, assuming each and all of the matters set forth in the penultimate paragraph of this letter and subject to the other matters set forth herein, we express the following opinions or confirmations as of the date hereof (except, in the case of paragraph 1, we express no opinion with respect to Section 4.06 of the Credit Agreement): 1. Each of the Opinion Documents constitutes a legally valid and binding obligation of each Credit Party party thereto, enforceable against such Credit Party in accordance with its terms. 2. The execution and delivery of this Agreement. Each of the Guarantors Opinion Documents by each Credit Party party thereto on the date hereof do not: (as defined belowi) is a Subsidiary of the Company and an affiliate of the Borrowersviolate any federal or New York statute, will derive substantial benefits from the extension of credit to the Borrowers pursuant rule, or regulation applicable to the Credit Parties (including, without limitation, Regulations T, U or X of the Board of Governors of the Federal Reserve System, assuming the Credit Parties comply with the provisions of the Opinion Documents relating to the use of proceeds); or (ii) require any consents, approvals, or authorizations to be obtained by the Credit Parties from, or any registrations, declarations or filings to be made by the Credit Parties with, any governmental authority, under any federal or New York statute, rule or regulation applicable to the Credit Parties that have not been obtained or made. 3. The Company is not required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended. Our opinions do not include any opinion with respect to the creation, validity, attachment, perfection or priority of any security interest or lien or the effectiveness of any sale or other conveyance or transfer of real or personal property. Our opinions are subject to: (a) the effects of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights or remedies of creditors, and the judicial application of foreign laws or governmental actions affecting creditors’ rights; (b) the effects of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (c) the invalidity under certain circumstances under law or court decisions of provisions for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; (d) we express no opinion with respect to (i) consents to, or restrictions upon, governing law (except for the validity under the laws of the State of New York, but subject to mandatory choice of law rules and constitutional limitations, of provisions in the Credit Agreement which expressly choose New York as the governing law for the Credit Agreement), jurisdiction (except for the validity under the laws of the State of New York, but subject to mandatory jurisdiction rules and constitutional limitations, of provisions in the Credit Agreement which expressly provide for submission to the non-exclusive jurisdiction of New York state courts), venue, service of process, remedies or judicial relief; (ii) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights; (iii) waivers of broadly or vaguely stated rights; (iv) provisions for exclusivity, election or cumulation of rights or remedies; (v) provisions authorizing or validating conclusive or discretionary determinations; (vi) grants of setoff rights; (vii) provisions to the effect that a guarantor is liable as a primary obligor, and not as a surety; (viii) provisions for the payment of attorneys’ fees where such payment is contrary to law or public policy; (ix) proxies, powers and trusts; (x) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property; (xi) provisions for liquidated damages, default interest, late charges, monetary penalties, prepayment or make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty; and (xii) the severability, if invalid, of provisions to the foregoing effect; We express no opinion or confirmation as to federal or state securities laws (except as provided in paragraph 3), tax laws, antitrust or trade regulation laws, insolvency or fraudulent transfer laws, antifraud laws, compliance with fiduciary duty requirements, pension or employee benefit laws, usury laws (other than any statute, rule or regulation of the State of New York), environmental laws, margin regulations (except as set forth in paragraph 2(i)), laws and regulations relating to commodities trading, futures and swaps, Financial Industry Regulatory Authority rules, National Futures Association rules, or the rules of any stock exchange, clearing organization, designated contract market or other regulated entity for trading, processing, clearing or reporting transactions in securities, commodities, futures or swaps, export control, anti-money laundering, and anti-terrorism laws (without limiting other laws or rules excluded by customary practice). The opinions set forth above are also subject to the effect of general legal principles that impose a duty to act in good faith and in a commercially reasonable manner. We call to your attention that enforcement of a claim denominated in a foreign currency may be limited by requirements that the claim (or a judgment in respect of the claim) be converted into United States dollars, and we express no opinion as to the enforceability of any indemnity for losses associated with the exchange of the judgment currency into any other currency. With your consent, we have assumed (a) that each Credit Party and each other party to the Opinion Documents exists and has the right, power and authority to execute, deliver and perform its obligations under the Opinion Documents under all laws applicable to it, (b) that the Opinion Documents have been duly authorized, executed and delivered by each Credit Party and each other party thereto, (c) the genuineness of all signatures and the legal capacity of all natural persons, (d) that the Opinion Documents constitute legally valid and binding obligations of the parties thereto other than the Credit Parties, enforceable against each of them in accordance with their respective terms, and (e) that the status of the Opinion Documents as legally valid and binding obligations of each party thereto is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities, provided that we make no such assumption to the extent we have expressly opined as to such matters with respect to the Credit Parties in paragraph 2(ii) of this letter. This letter is furnished only to you and is willing solely for your benefit in connection with the transactions referenced in the first paragraph. This letter may not be relied upon by you for any other purpose or furnished or quoted by you to execute any other person, firm or entity for any other purpose and deliver may not be assigned to or relied on by any other person, firm or entity for any purpose, in each case without our prior written consent, which may be granted or withheld in our discretion. At your request, we hereby consent to reliance hereon by any future assignee of your interest in the loans under the Credit Agreement pursuant to an assignment that is made and consented to in accordance with the express provisions of Section 11.08 of the Credit Agreement, on the condition and understanding that (i) this Agreement letter speaks only as of the date hereof, (ii) we have no responsibility or obligation to update this letter, to consider its applicability or correctness to other than its addressees, or to take into account changes in order law, facts or any other developments of which we may later become aware, and (iii) any such reliance by a future assignee must be actual and reasonable under the circumstances existing at the time of assignment, including any changes in law, facts or any other developments known to induce or reasonably knowable by the Lenders to extend assignee at such credittime. Accordingly, the parties hereto agree as follows:Very truly yours, 1. Xxxxxx Xxxxxxx LLC (DE) 2. Xxxxxx Xxxxxxx Inc. (DE) 3. Xxxxxx Xxxxxxx USA Corporation (DE)

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 counter- part of a signature page of this Assignment and Assumption by telecopy facsimile or in electronic (i.e., “pdf” or other electronic transmission (including by .pdf)“tif” format) shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New YorkYork without regard to its conflict of laws principles. SUBSIDIARY GUARANTEE AGREEMENT dated as of Date: [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. 20[ ] Reference is made to the Credit Agreement Agreement, dated as of June 18November 8, 2014 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Handy & Xxxxxx Group Ltd., a Delaware corporation (the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto“Borrower”), the Lenders from time to time party theretothereto (the “Lenders”), the Guarantors from time to time party thereto (the “Guarantors”) and PNC Bank, National Association, as Adminis- trative Agent and Issuing Lender (the “Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, ”). Capitalized terms used herein and Bank of America, N.A., as an Issuing Bank. The Lenders not otherwise defined herein shall have agreed the meanings assigned to extend credit to the Borrowers subject to the such terms and conditions set forth in the Credit Agreement. The obligations Pursuant to Section 8.3.3(b) of the Lenders to extend such credit are conditioned upon, among other thingsCredit Agreement, the execution and delivery of this Agreement. Each undersigned Authorized Officer of the Guarantors (Borrower hereby certifies that as defined below) is a Subsidiary of the Company and an affiliate close of business on the date set forth above, the applicable Borrowing Base of the BorrowersBorrower is computed as set forth on Annex A at- tached hereto. Borrower has caused this Certificate to be executed and delivered by its Author- ized Officer on the date first above written. HANDY & XXXXXX GROUP LTD. By: Name: Title: Signature Page to Borrowing Base Certificate Handy & Xxxxxx Group Ltd. Certificate No. 0000 Xxxxxxxxxxx Xxxxxx, will derive substantial benefits from the extension Xxxxx X000 Report Date [ ]/[ ]/20[ ] Xxxxx Xxxxxx, XX 00000 Borrowing Base Certificate ACCOUNTS RECEIVABLE Beginning Balance (Ending Balance of credit to the Borrowers pursuant to the Last Report) Plus: Sales as of [ ]/[ ]/20[ ] Less: Credits Memos Gross Adjustment (+) Gross Adjustment (-) Less: Total Collections Add Back Non-AR Cash Collections Less: Discounts/Allowances ENDING BALANCE PER AGINGS Less: Unapplied Cash Less: Ineligible Accounts Receivable ELIGIBLE ACCOUNTS RECEIVABLE Times: Accounts Receivable Advance Rate ACCOUNTS RECEIVABLE AVAILABILITY Dillution Reserve (Amount > 5%) 0.00% Other Reserve (P-Card) 0.00% Other Reserve (Credit Agreement Lag) 0.00% 0.00 85 % ADJUSTED ACCOUNTS RECEIVABLE AVAILABILITY 0.00 INVENTORY NON PRECIOUS Total Gross Inventory as of [ ]/[ ]/20[ ] Less: Ineligible Inventory ELIGIBLE INVENTORY Average Inventory Advance Rate INVENTORY AVAILABILITY NOLV Reserve Rent Reserve Territory Manager Inv Availablity Other Reserve (Audit Evaluation Adjustment) Total Available Inventory 0.00 40 % AVAILABILITY: THE LESSER OF MAX. LOAN $0.00 OR 0.00 INVENTORY PRECIOUS Total Gross Inventory as of 11/24/2012 Less: Ineligible Inventory ELIGIBLE INVENTORY Average Inventory Advance Rate INVENTORY AVAILABILITY 0.00 75 % AVAILABILITY: THE LESSER OF MAX. LOAN $0.00 0.00 INVENTORY AVAILABILITY TEST INVENTORY NON PRECIOUS 0.00 INVENTORY PRECIOUS 0.00 TOTAL 0.00 50% OF MAXIMUM BORROWING BASE 45,000,000.00 TOTAL INVENTORY AVAILABILITY ADJUSTMENT TOTAL BORROWING BASE AVAILABILITY AVAILABILITY: THE LESSER OF MAX. LOAN 90,000,000 OR SUM OF LINES 18, 29 and is willing to execute and deliver this Agreement 35 0.00 LOAN ACTIVITY Beginning Loan Balance (Line 36 Last Report) Plus: Advances Plus: Adjustments Less: Cash Receipts Less: Adjustments ENDING REVOLVER LOAN BALANCE 0.00 AVAILABILITY Calculated Borrowing Base Availability Less: Ending Loan Balance Less: Outstanding L/C Balance Less: Systems Reserve Less: Other Reserves Net Excess Availability 0.00 1.0000 24-Nov 24-Oct in order to induce the Lenders to extend such creditUSD 1. Accordingly, the parties hereto agree as follows:Previous Ending A/R Balance Exchange Rate Debit(Credit) Adjusted Previous Ending A/R Balance 2. Daily Sales 3. Other (Debit) Adjustments

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in by one or more of the parties hereto on any number of separate counterparts, each of which together shall be an original, but all of which, taken together, shall constitute one instrumentoriginal agreement. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (facsimile, email or other electronic transmission (including by .pdf)in portable document format (“pdf”) or other similar format) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumptionhereof. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as York without regard to conflicts of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (principles of law that would require the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary application of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHlaws of another jurisdiction. Bank of America, N.A., as Administrative Agent (the “Administrative Agent”)1455 Market Street San Francisco, on behalf of the Lenders under the Credit Agreement referred to below. CA 94103 Fax: 415-503-5011 Attention: Bridgett Manduk Ladies and Gentlemen: Reference is made to the Credit Agreement Agreement, dated as of June 18December 17, 2014 2010 (as amended, restated, supplemented supplemented, extended, renewed, refunded, replaced, refinanced or otherwise modified from time to timetime in one or more agreements, the “Credit Agreement”), by and among NOVELIS INC., a corporation amalgamated under the CompanyCanada Business Corporations Act, AV METALS INC., a corporation formed under the Canada Business Corporations Act, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries Subsidiary Guarantors from time to time party theretothereto (such term and each other capitalized term used but not defined herein having the meaning given to it in the Credit Agreement), the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of AmericaBANK OF AMERICA, N.A., as an Issuing BankAdministrative Agent and as Collateral Agent, and the other parties party thereto. The Lenders have agreed Borrower hereby gives you notice pursuant to extend credit to Section 2.03 of the Borrowers subject to the terms and conditions set forth in Credit Agreement that it requests a Borrowing under the Credit Agreement. The obligations , and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Principal amount of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery Borrowing1 (B) Date of this Agreement. Each of the Guarantors Borrowing (as defined below) which is a Subsidiary Business Day) (C) Type of Borrowing [Base Rate] [Eurodollar Rate] (D) Interest Period and the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:last day thereof2

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 other electronic transmission (including 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 Assignment THIS AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Jefferies Finance LLC, as Administrative Agent for the Lenders party to the Credit Agreement referred to below Ladies and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT Gentlemen: Reference is hereby made to that certain Credit Agreement dated as of [ [August 15], 2014 2017, by and among MOLSON COORS BREWING COMPANYEQT Avatar Intermediate, Inc., a Delaware corporation (“Holdings”), immediately prior to the Closing Date Assumption (as defined therein), EQT Avatar Holdings, Inc., a Delaware corporation (the “CompanyInitial Borrower”), MOLSON COORS BREWING COMPANY and thereafter, each of (UKi) LIMITEDCertara Holdco, MOLSON CANADA 2005Inc., MOLSON COORS CANADA INC. a Delaware corporation and MOLSON COORS INTERNATIONAL LP the direct wholly-owned subsidiary of the Buyer after giving effect to the Acquisition (as defined therein) (the “Initial Borrowing SubsidiariesParent Borrower”), and (ii) Certara USA, Inc., a Delaware corporation and the indirect wholly-owned subsidiary of the Buyer after giving effect to the Acquisition (the “Co-Borrower” and, together with the Company Initial Borrower and other Borrowing Subsidiaries from time to time party to the Credit AgreementParent Borrower, each a “Borrower” and collectively the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, Jefferies Finance LLC, in its capacities as administrative agent and collateral agent for the Lenders (the “Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent”), and Bank of America, N.A., Jefferies Finance LLC and Xxxxx Capital LLC as an Issuing BankBanks. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth Terms defined in the Credit AgreementAgreement are used herein with the same meanings unless otherwise defined herein. The obligations Borrower[s] identified in item A below hereby give you notice pursuant to Section 2.03 of the Lenders to extend such credit are conditioned upon, among other things, Credit ]Agreement that [it][they] request[s] the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to Borrowings under the Credit Agreement to be made on [●] [●], 20[●], and is willing in that connection set[s] forth below the terms on which the Borrowings are requested to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as followsbe 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 transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as York without regard to conflicts of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (principles of law that would require the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary application of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHlaws of another jurisdiction. UBS AG, Stamford Branch, as Administrative Agent (the “Administrative Agent”), on behalf of for the Lenders under the Credit Agreement referred to below. , 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: [ ] Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of June 1828, 2014 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among XXXXXXXX INCORPORATED, a Delaware corporation (“Borrower”), among the CompanySubsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement), the Initial Lenders, UBS SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as joint lead arrangers (in such capacity, “Arrangers”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), UBS AG, STAMFORD BRANCH, as an Issuing Bank, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as documentation agent (in such capacity, “Documentation Agent”), CREDIT SUISSE SECURITIES (USA) LLC, as syndication agent (in such capacity, “Syndication Agent”) and BANK OF AMERICA, N.A., as an Issuing Bank in respect of the Existing Letters of Credit. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing Subsidiaries under the Credit Agreement, and other in that connection sets forth below the terms on which such Borrowing Subsidiaries is requested to be made: (A) Class of Borrowing [Revolving Borrowing] [Term Borrowing] [Swingline Loan] (B) Principal amount of Borrowing8 _____________________________ 8 ABR Loans must be in an amount that is at least $500,000 and an integral multiple of $100,000 or equal to the remaining available balance of the applicable Commitments. Eurodollar Loans must be in an amount that is at least $1,000,000 and an integral multiple of $100,000 or equal to the remaining available balance of the applicable Commitments. (C) Date of Borrowing (which is a Business Day) __________________________ (D) Type of Borrowing [ABR] [Eurodollar]9 (E) Interest Period and the last day thereof10 __________________________ (F) Funds are requested to be disbursed to Borrower’s account with UBS AG, Stamford Branch (Account No. ). Borrower hereby represents and warrants that the conditions to lending specified in Sections [4.02(b), (c), (d) and (e)]11 of the Credit Agreement are satisfied as of the date hereof. 9 Shall be ABR for Swingline Loans. 10 Shall be subject to the definition of “Interest Period” in the Credit Agreement. 11 Modify to include only Section 4.02(c) solely in respect of borrowings to be made on the Closing Date. XXXXXXXX INCORPORATED By: Name: Title: [Responsible Officer] I, [ ], the [Financial Officer] of Ducommun Incorporated (in such capacity and not in my individual capacity), hereby certify that, with respect to that certain Credit Agreement dated as of June 28, 2011 (as it may be amended, modified, extended or restated from time to time time, the “Credit Agreement”; all of the defined terms in the Credit Agreement are incorporated herein by reference) among Xxxxxxxx Incorporated, a Delaware corporation, as borrower (the “Borrower”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, the Administrative AgentUBS Securities LLC and Credit Suisse Securities (USA) LLC, Deutsche Bank AG New York as Arrangers, UBS Loan Finance LLC, as Swingline Lender, UBS AG, Stamford Branch, as an Issuing Bank, Deutsche Bank AGAdministrative Agent and Collateral Agent, Canada BranchXxxxx Fargo Bank, National Association, as Canadian Administrative Documentation Agent, Credit Suisse Securities (USA) LLC, as Syndication Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to : a. Attached hereto as Schedule 1 are detailed calculations12 demonstrating compliance by the Borrowers subject to Loan Parties with the terms financial covenants contained in Sections 6.09(a)13, 6.09(b)14 and conditions set forth in 6.09(c)15 of the Credit Agreement. The obligations Loan Parties are in compliance with such Sections as of the Lenders date hereof. b. Attached hereto as Schedule 2 are detailed calculations setting forth the Borrower’s Excess Cash Flow.16 c. Attached hereto as Schedule 3 is the report of [accounting firm].17 12 Which calculations shall be in reasonable detail satisfactory to extend such credit are conditioned uponthe Administrative Agent and shall include, among other things, the execution and delivery of this Agreement. Each an explanation of the Guarantors (as defined below) is methodology used in such calculations and a Subsidiary breakdown of the Company and an affiliate components of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:calculations.

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 transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT dated as The Royal Bank of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, Scotland plc as Administrative Agent (the “Administrative Agent”), on behalf of [and Issuing Bank] for the Lenders under the Credit Agreement referred to belowbelow 000 Xxxxxxxxxx Xxxx. Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Xxxx Xxxxxxxx Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of June 1817, 2014 2011, among SEMGROUP CORPORATION, a Delaware corporation (as amendedthe “Borrower”), restated, supplemented or otherwise modified the LENDERS party thereto from time to time, the THE ROYAL BANK OF SCOTLAND PLC (“Credit AgreementRBS”), among the Companyas Administrative Agent (in such capacity, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the “Administrative Agent”), Deutsche Bank AG New York BranchRBS, as an Issuing BankCollateral Agent, Deutsche Bank AGRBS SECURITIES INC., Canada BranchBNP PARIBAS SECURITIES CORP., CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK AG NEW YORK BRANCH, THE BANK OF NOVA SCOTIA AND BARCLAYS CAPITAL, as Canadian Administrative AgentJoint Lead Arrangers, THE BANK OF NOVA SCOTIA AND BNP PARIBAS, as Term Loan A Facility and Bank of AmericaRevolving 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 an Issuing BankTerm 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. The Lenders have agreed to extend credit to This notice constitutes a Borrowing Request of the Borrowers subject to Borrower and the terms and conditions set forth in Borrower hereby requests Borrowings under the Credit Agreement. The obligations , and in that connection the Borrower specifies the following information with respect to such Borrowings requested hereby: For a Revolving Facility Borrowing or issuance of the Lenders to extend such credit are conditioned upon, among other things, the execution Revolving Letter of Credit, (A) Borrower [and delivery Name of this Agreement. Each Account Party]1: (B) Aggregate or Face Amount of the Guarantors Borrowing: US$/C$ (as defined belowC) is Date of Borrowing (which shall be a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows: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 (and by different parties hereto on different counterparts), which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (facsimile or other electronic image scan transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]Xxxxx Fargo Bank, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, National Association as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. below 0000 X XX Xxxxxx Blvd Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Re: MPLX LP (the “Borrower”) Reference is made to the Credit Agreement Agreement, dated as of June 18November 20, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party theretoBorrower, the Lenders from time to time party theretothereto and Xxxxx Fargo Bank, the National Association, as Administrative Agent, Deutsche Bank AG New York Branch, . Capitalized terms used herein and not otherwise defined herein are used herein as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth defined in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned uponBorrower hereby gives you notice, among other thingsirrevocably, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to Section 2.03 of the Credit Agreement that the Borrower hereby requests a Borrowing of Loans under the Credit Agreement and, in that connection, sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.03 of the Credit Agreement: (a) the aggregate principal amount of the Proposed Borrowing is $__________;1 (b) the date of the Proposed Borrowing is __________, 20__ (the “Funding Date”);2 (c) the Proposed Borrowing is [a Term Loan][a Revolving Credit] Borrowing; (d) the Proposed Borrowing is [an ABR] [a Eurodollar] Borrowing; (e) [such Eurodollar Borrowing shall have an initial Interest Period of [one week] [one] [two] [three] [six] month[s];] and (f) the funds of the Proposed Borrowing are to be disbursed to [Account Name and Number].3 ___________________________________ 1 For any Eurodollar Borrowing, such Proposed Borrowing shall be in an aggregate amount that is willing to execute an integral multiple of $500,000 and deliver this Agreement not less than $5,000,000. For an ABR Borrowing, such Proposed Borrowing shall be in order to induce the Lenders to extend such credit. Accordinglyan aggregate amount that is an integral multiple of $250,000 and not less than $1,000,000, the parties hereto agree except as follows:permitted 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 (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 transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE 33 Insert only if an Affiliate of the Borrower/Sponsor is an Assignee under this Assignment and Assumption. 34 Insert if an Affiliated Lender is an Assignee under this Assignment and Assumption or, in the alternative, each of the Assignor and Assignee shall render to each other a customary “big boy” disclaimer letter. XX-XXX STORES, LLC, SECOND LIEN INTERCREDITOR AGREEMENT dated as of [ ]May 21, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 2018 (as amended amended, restated, amended and restated, extended, renewed, replaced, refinanced, supplemented or otherwise modified from time to time, the this “Credit Agreement”), among XX-XXX STORES, LLC, an Ohio limited liability company (the Company“Borrower”), NEEDLE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries Grantors (as defined below) from time to time party theretohereto, BANK OF AMERICA, N.A. (“Bank of America”), as Senior Representative for the Term Loan Secured Parties (in such capacity, the Lenders “Administrative Agent”), BANK OF AMERICA, N.A., as Representative for the Initial Second Priority Debt Parties (in such capacity and together with its successors in such capacity, the “Initial Second Priority Representative”), and each additional Second Priority Representative and Senior Representative that from time to time becomes a party theretohereto pursuant to Section 8.09. In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, Agent (for itself and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations on behalf of the Lenders to extend such credit are conditioned upon, among other thingsTerm Loan Secured Parties), the execution Initial Second Priority Representative (for itself and delivery of this Agreement. Each on behalf of the Guarantors Initial Second Priority Debt Parties) and each additional Senior Representative (as defined below) is a Subsidiary for itself and on behalf of the Company Additional Senior Debt Parties under the applicable Additional Senior Debt Facility) and an affiliate each additional Second Priority Representative (for itself and on behalf of the Borrowers, will derive substantial benefits from Second Priority Debt Parties under the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto applicable Second Priority Debt Facility) agree as follows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkOhio. SUBSIDIARY GUARANTEE AGREEMENT KeyBank National Association, as Agent 000 Xxxxxx Xxxxxx Cleveland, Ohio 44114 Attention: Xxxxxxx Xxxxxx RE: CHP PARTNERS, LP Ladies and Gentlemen: The undersigned is the _____________________________ of CHP Partners, LP, a Delaware limited partnership (“Borrower”), and is authorized to execute and deliver this Unencumbered Pool Certificate on behalf of Borrower pursuant to the Amended and Restated Credit Agreement, dated as of [ ]December 7, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the CompanyBorrower, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries each lender from time to time party theretothereto (collectively, the Lenders from time to time party thereto“Lenders” and individually, the a “Lender”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders Capitalized terms used but not defined herein shall have agreed to extend credit to the Borrowers subject to the terms and conditions set forth meanings specified in the Credit Agreement. The obligations of the Lenders Borrower hereby delivers this Unencumbered Pool Certificate to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers you pursuant to Section 6.02(b) of the Credit Agreement and is willing in connection therewith hereby certifies to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree Agent as follows: (a) The Borrower are furnishing to you herewith the Unencumbered Pool Certificate. This certificate is submitted in compliance with requirements of the Agreement. (b) The Unencumbered Pool analyses and information set forth on Schedule 1 attached hereto are true and accurate, in all material respects, on and as of the date of this 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 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 (or other electronic transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT EXHIBIT A-5 EXHIBIT B-1 EXHIBIT C-1 To: The Lenders parties to the Credit Agreement Described Below This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of [ ]March 7, 2014 2019 (as amended, modified, renewed or extended from time to time, the “Agreement”) among MOLSON COORS BREWING COMPANYCSS INDUSTRIES, INC., a Delaware corporation (corporation, and each of the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries Subsidiary Borrowers from time to time party to the Credit Agreementhereto (collectively, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time Loan Parties party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing thereto and JPMorgan Chase Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing BankAdministrative Agent for the Lenders. The Lenders Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have agreed to extend credit to the Borrowers subject to meanings ascribed thereto in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES, ON ITS BEHALF AND ON BEHALF OF THE BORROWERS, THAT: 1. I am the duly elected of the Borrower Representative; 2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate its Subsidiaries during the accounting period covered by the attached financial statements [for quarterly or monthly financial statements add: and such financial statements present fairly in all material respects the financial condition and results of operations of the BorrowersBorrowers and their consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, will derive substantial benefits from subject to normal year-end audit adjustments and the extension absence of credit footnotes]; 3. The examinations described in paragraph 2 did not disclose, except as set forth below, and I have no knowledge of (i) the existence of any condition or event which constitutes a Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate or (ii) any change in GAAP or in the application thereof that has occurred since the date of the audited financial statements referred to in Section 3.04 of the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Agreement;

General Provisions. This Assignment and Assumption shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated [Reference is made to Exhibit 10.1.1 to the LVB Acquisition, Inc. Form 10/A Amendment No. 1 filed on November 18, 2011 and is hereby incorporated by reference] [Reference is made to Exhibit 10.1.2 to the LVB Acquisition, Inc. Form 10/A Amendment No. 1 filed on November 18, 2011 and is hereby incorporated by reference] September 25, 2007 The Administrative Agent and the Lenders party on the date hereof to the Credit Agreement referred to below Ladies and Gentlemen: We have acted as of [ ], 2014 among MOLSON COORS BREWING COMPANYspecial counsel to LVB Acquisition Inc., a Delaware corporation (the “CompanyHoldings”), MOLSON COORS BREWING COMPANY (UK) LIMITEDBiomet, MOLSON CANADA 2005Inc., MOLSON COORS CANADA INC. an Indiana corporation and MOLSON COORS INTERNATIONAL LP wholly owned subsidiary of Holdings (the “Initial Borrowing SubsidiariesBorrower”), Biomet Biologics, Inc., an Indiana corporation and wholly owned subsidiary of the Borrower (“Biologics”), Biomet Europe Ltd., a Delaware corporation and wholly owned subsidiary of the Borrower (“Biomet Europe”), Biomet International Ltd., a Delaware corporation and wholly owned subsidiary of the Borrower (“Biomet International”), Biomet Investment Corp., a Delaware corporation and wholly owned subsidiary of the Borrower (“Biomet Investment”), Biomet Leasing, Inc., an Indiana corporation and wholly owned subsidiary of the Borrower (“Biomet Leasing”), Biomet Manufacturing Corporation, an Indiana corporation and wholly owned subsidiary of the Borrower (“Biomet Manufacturing”), Biomet Microfixation, Inc., a Florida corporation and wholly owned subsidiary of the Borrower (“Microfixation”), Biomet Orthopedics, Inc., an Indiana corporation and wholly owned subsidiary of the Borrower (“Orthopedics”), Biomet Travel, Inc., an Indiana corporation and wholly owned subsidiary of the Borrower (“Biomet Travel”), Implant Innovations Holding Corporation, an Indiana corporation and wholly owned subsidiary of the Borrower (“Innovations Holding”), Meridew Medical, Inc., an Indiana corporation and wholly owned subsidiary of the Borrower (“Meridew”), Biomet Holdings Ltd., a Delaware corporation and wholly owned subsidiary of Biomet Europe (“Biomet Holdings”), Biomet Sports Medicine, Inc., an Indiana corporation and wholly owned subsidiary of Biomet Investment (“Sports Medicine”), Blue Moon Diagnostics, Inc., an Indiana corporation and wholly owned subsidiary of Biomet Investment (“Blue Moon”), Electro-Biology, Inc., a Delaware corporation and wholly owned subsidiary of Biomet Investment (“Electro-Biology”), EBI Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Electro-Biology (“EBI Holdings”), EBI Medical Systems, Inc., a Delaware corporation and wholly owned subsidiary of EBI Holdings (“EBI Medical”), Biomet Fair Lawn L.P., an Indiana limited partnership all of the outstanding equity interests of which are owned by EBI Holdings and Xxxxxxxxx (as defined below) (“Fair Lawn”), EBI, L.P., an Indiana limited partnership all of the outstanding equity interests of which are owned by EBI Holdings and EBI Medical (“EBI”), Biolectron, Inc., a Delaware corporation and wholly owned subsidiary of EBI (“Biolectron”), Interpore Spine Ltd., a Delaware corporation and wholly owned subsidiary of EBI Holdings (“Interpore Spine”), American OsteoMedix Corporation, a California corporation and wholly owned subsidiary of Interpore Spine (“OsteoMedix”), Cross Medical Products, Inc., a Delaware corporation and wholly owned subsidiary of Interpore Spine (“Cross Medical”), Interpore Cross International, Inc., a California corporation and wholly owned subsidiary of Interpore Spine (“Interpore Cross”), Interpore Orthopaedics, Inc., a Delaware corporation and wholly owned subsidiary of Interpore Spine (“Interpore Orthopaedics”), Xxxxxxxxx Medical Corporation, a Delaware corporation and wholly owned subsidiary of EBI Medical (“Xxxxxxxxx”), Biomet 3i, Inc., a Florida corporation and wholly owned subsidiary of Innovations Holding (“3i”), Florida Services Corporation, a Florida corporation all of the outstanding equity interests of which are owned by 3i and Microfixation (“Florida Services”), and Thoramet, Inc., an Indiana corporation and wholly owned subsidiary of the Borrower (“Thoramet” and, together with Holdings, the Company Borrower, Biologics, Biomet Europe, Biomet International, Biomet Investment, Biomet Leasing, Biomet Manufacturing, Microfixation, Orthopedics, Biomet Travel, Innovations Holding, Meridew, Biomet Holdings, Sports Medicine, Blue Moon, Electro-Biology, EBI Holdings, EBI Medical, Fair Lawn, EBI, Biolectron, Interpore Spine, OsteoMedix, Cross Medical, Interpore Cross, Interpore Orthopaedics, Xxxxxxxxx, 3i and other Borrowing Subsidiaries from time to time party to the Credit AgreementFlorida Services, the “BorrowersCredit Parties” and each, a “Credit Party”) in connection with that certain Credit Agreement (the “Credit Agreement”), each subsidiary dated as of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHdate hereof, among the Borrower, Holdings, Bank of America, N.A., as Administrative Agent administrative agent (in such capacity, the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18Swing Line Lender and L/C Issuer, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries each Lender from time to time party thereto, . Capitalized terms used but not defined herein shall have the Lenders from time meanings ascribed to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth them in the Credit Agreement. Holdings, Biomet Europe, Biomet International, Biomet Investment, Biomet Holdings, Electro-Biology, EBI Holdings, EBI Medical, Biolectron, Interpore Spine, Cross Medical, Interpore Orthopaedics and Xxxxxxxxx are referred to herein as the “Delaware Credit Parties.” The obligations Borrower, Biologics, Biomet Leasing, Biomet Manufacturing, Microfixation, Orthopedics, Biomet Travel, Innovations Holding, Meridew, Sports Medicine, Blue Moon, Fair Lawn, EBI, OsteoMedix, Interpore Cross, 3i, Florida Services and Thoramet are referred to herein as the “Other Credit Parties.” This opinion letter is furnished pursuant to Section 4.01(a)(v) of the Lenders Credit Agreement. In arriving at the opinions expressed below, we have reviewed the following documents: (a) an executed copy of the Credit Agreement; (b) an executed copy of the Security Agreement; (c) an executed copy of each of the Intellectual Property Security Agreements; (d) an executed copy of the Guaranty; (e) an executed copy of the Consent of Company and Grantors dated the date hereof relating to extend such credit are conditioned upon, among other thingsthe Intercreditor Agreement (together with the Credit Agreement, the execution Security Agreement, the Intellectual Property Security Agreements and delivery of this Agreement. Each of the Guarantors Guaranty, the “Credit Documents”); and (as defined belowf) is a Subsidiary of the Company and an affiliate of other documents delivered to you by the Borrowers, will derive substantial benefits from Credit Parties at the extension of credit to the Borrowers closing pursuant to the Credit Agreement Documents, including copies of (i) the certificate of incorporation of each of the Delaware Credit Parties certified by the Secretary of State of the State of Delaware and is willing (ii) the by-laws of each of the Delaware Credit Parties certified by the secretary of the Delaware Credit Parties. In addition, we have reviewed the originals or copies certified or otherwise identified to execute our satisfaction of all such corporate records of the Delaware Credit Parties and deliver this Agreement in order such other instruments and other certificates of public officials, officers and representatives of the Credit Parties and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to induce us as originals and the Lenders conformity to extend such creditthe originals of all documents submitted to us as copies. AccordinglyIn addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed (including, without limitation, the parties hereto agree as followsaccuracy of the representations and warranties of each Credit Party in the Credit Documents). Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that:

General Provisions. This Assignment and Assumption shall be binding upon19 Section 18. Agreement Among Initial Purchasers........................ 20 Purchase Agreement April 4, and inure to the benefit of2002 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. SALOXXX XXXXX XXXXXX XXX. COMERICA SECURITXXX XXX. XXOTIA CAPITAL (USA) XXX. Xx Xxxtxxx Xxrchasers c/o BANC OF AMERICA SECURITIES LLC 231 South LaSalle Street, the parties hereto and their respective successors and assigns18th Floor Chicago, Illinois 60697 Ladies xxx Xxxxxxxxx: Xxxxxxxxxxxx. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ], 2014 among MOLSON COORS BREWING COMPANYXxxx Xxxxxxxng Corp., a Delaware corporation (the “"Company”"), MOLSON COORS BREWING COMPANY (UK) LIMITEDproposes to issue and sell to Banc of America Securities LLC, MOLSON CANADA 2005J.P. Morgan Securities Inc., MOLSON COORS CANADA INCSalomon Smith Barney Inc., Comerica Securxxxxx Xxx. and MOLSON COORS INTERNATIONAL LP Scotia Capital (XXX) Xxx. (txx "Xxitial Purchasers") an aggregate of $350,000,000 in principal amount of its 8 5/8% Senior Notes due 2012 (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time "Notes") to time party be issued pursuant to the Credit Agreementprovisions of an indenture (the "Indenture") to be dated as of the Closing Date (as defined in Section 2 below) between the Company, Dura Automotive Systems, Inc., the “Borrowers”), each subsidiary direct parent corporation of the Company listed on Schedule ("DASI"), Universal Tool & Stamping Company Inc., Dura Automotive Systems Cable Operations, Inc., Adwest Electronics, Inc., Dura Automotive Systems of Indiana, Inc., Atwood Automotive Inc., Mark I hereto Molded Plastics of Tennessee, Inc., Atwxxx Xxbile Products, Inc. xxd Dura G.P. (collectively with DASI, thx "Xxxrantors") and DEUTSCHE BANK AG NEW YORK BRANCHBNY Midwest Trust Company, as Administrative Agent trustee (the “Administrative Agent”"Trustee"). Banc of America Securities LLC, on behalf J.P. Morgan Securities Inc., Salomon Smith Barney Inc., Comerica Securxxxxx Xxx. and Scotia Capital (XXX) Xxx. xave agreed to act as the Initial Purchasers in connection with the offering and sale of the Lenders under Notes. Notes issued in book-entry form will be issued in the Credit Agreement referred name of Cede & Co., as nominee of The Depository Trust Company (the "Depositary") pursuant to below. Reference is made a DTC Agreement, to the Credit Agreement be dated as of June 18, 2014 the Closing Date (as amended, restated, supplemented or otherwise modified from time to time, defined in Section 2) (the “Credit "DTC Agreement”"), among the Company, the Initial Borrowing Subsidiaries Trustee and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing BankDepositary. The Lenders have agreed to extend credit holders of the Notes will be entitled to the Borrowers subject benefits of a Registration Rights Agreement (the "Registration Rights Agreement") to be dated the Closing Date, substantially in form and substance satisfactory to the terms Company and conditions set forth in the Credit Agreement. The obligations Initial Purchasers pursuant to which the Company will agree to file, within 90 days of the Lenders to extend such credit are conditioned uponClosing Date, among other things, a registration statement with the execution and delivery of this Agreement. Each of the Guarantors Commission (as defined below) is registering the Exchange Offer (as defined below) under the Securities Act (as defined below). The payment of principal of, premium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes (as defined below) will be fully and unconditionally guaranteed on a Subsidiary senior unsecured basis, jointly and severally, by the Guarantors and any subsidiary of the Company and formed or acquired after the Closing Date that executes an affiliate additional guarantee in accordance with the terms of the BorrowersIndenture, and their respective successors and assigns, pursuant to their guaranties (the "Guaranties"). The Notes and the Guaranties attached thereto are herein collectively referred to as the "Securities"; and the Exchange Notes and the Guaranties attached thereto are herein collectively referred to as the "Exchange Securities". The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (as amended, the "Securities Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will derive substantial benefits require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the extension registration requirements of credit to the Borrowers pursuant to Securities Act is available (including the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:exemptions afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation S") thereunder).

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 transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]Credit Suisse AG, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHCayman Islands Branch, as Administrative Agent (the “Administrative Agent”)Eleven Madison Avenue New York, on behalf of the Lenders under the Credit Agreement referred to below. Reference is made NY 10010 Attention: Agency Manager Ladies and Gentlemen: The undersigned, [Wesco Distribution, Inc.][WDCC Enterprises Inc.], a[n] [Delaware][Alberta] corporation, refers to the Credit Term Loan Agreement dated as of June 18December [ ], 2014 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ; capitalized terms used herein and not otherwise defined herein shall have the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time meanings assigned to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the such terms and conditions set forth in the Credit Agreement. The obligations of ), and entered into by and among the undersigned, [WDCC Enterprises Inc.][Wesco Distribution, Inc.], a[n] [Alberta][Delaware] corporation, Wesco International, Inc., a Delaware corporation, the Lenders to extend such credit are conditioned uponparty thereto and Credit Suisse AG, among other thingsCayman Islands Branch, the execution as Administrative Agent and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company Collateral Agent, and an affiliate of the Borrowershereby gives you notice, will derive substantial benefits from the extension of credit to the Borrowers irrevocably, pursuant to Section 2.03 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.03 of the Credit Agreement: (i) The Proposed Borrowing is a: (check one) ¨ Tranche B-1 Borrowing ¨ Tranche B-2 Borrowing ¨ Incremental Term Borrowing (ii) The Proposed Borrowing is a: (check one) ¨ Eurodollar Borrowing ¨ ABR Borrowing ¨ CDOR Rate Borrowing ¨ Canadian Prime Rate Borrowing (iii) The date of the Proposed Borrowing is , 20 .1 (iv) The number and location of the account to which funds are to be disbursed is (v) The amount of the Proposed Borrowing is [US][C]$ . 1 Provided that such date must be a Business Day. (vi) If the Proposed Borrowing is a Eurodollar Borrowing or a CDOR Rate Borrowing, the Interest Period is .2 [The undersigned hereby certifies that the following statement is true on the date hereof, and will be true on the date of the Proposed Borrowing: at the time of and immediately after the Proposed Borrowing, no Default or Event of Default has occurred and is willing to execute and deliver continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom.]3 The undersigned officer is executing this Agreement Borrowing Request not in order to induce its individual capacity but in its capacity as an authorized officer of the Lenders to extend such creditBorrower. AccordinglyVery truly yours, [WESCO DISTRIBUTION, INC.] [WDCC ENTERPRISES INC.] By Name: Title: 2 Provided that, until the Administrative Agent shall have notified the Borrowers that the primary syndication of the Term Loans has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the parties hereto agree as follows:Borrowers shall not be permitted to request a Eurodollar Borrowing or CDOR Rate Borrowing with an Interest Period in excess of one month. 3 To be included for all Borrowings, other than the Borrowing occurring on the Closing Date.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York____________________ [confirm that choice of law provision parallels the Credit Agreement]. SUBSIDIARY GUARANTEE AGREEMENT dated as [Attached.] FOR VALUE RECEIVED, the sufficiency of [ ]which is hereby acknowledged, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries in consideration of credit and/or financial accommodation heretofore or hereafter from time to time party made or granted to PULTEGROUP, INC., a Michigan corporation (“Borrower”), by BANK OF AMERICA, N.A., in its capacity as Administrative Agent under the Credit Agreement referenced herein (in such capacity and together with its successors and assigns as permitted under the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”)) and Lenders, on behalf of the Lenders under the Credit Agreement referred to below. Reference as such term is made to the defined in that certain Credit Agreement dated as of June 18July 23, 2014 among Borrower, Administrative Agent, BANK OF AMERICA, N.A., in its capacity as Swing Line Lender and an L/C Issuer, such Lenders, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, X.X. XXXXXX SECURITIES LLC, RBS SECURITIES INC., and SUNTRUST XXXXXXXX XXXXXXXX, INC., as Joint Lead Arrangers and Joint Bookrunners (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ;” capitalized terms used herein and not otherwise defined shall have the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions meanings set forth in the Credit Agreement. The obligations ), the undersigned Subsidiaries of Borrower (each a “Guarantor” and collectively, “Guarantors”) hereby jointly and severally furnish their guaranty of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors Guaranteed Obligations (as defined belowhereinafter defined) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other means of electronic transmission (including by .pdf)) imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Citibank, N.A., as Administrative Agent 0000 Xxxxx XxxxXxx Penns Way, OPS IIIII New Castle, DE 19720 Attention: Agency Operations Facsimile No.: (000) 000-0000 Email: XXXxxxxXxxxxxXxx@xxxx.xxx Copy to: XxxxxxXXXXXxxxxxx@xxxx.xxx [Date] Ladies and Assumption shall be governed byGentlemen: The undersigned, CF Industries, Inc. (the “Lead Borrower”), refers to the Fourth Amended and construed in accordance withRestated Revolving Credit Agreement, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]December 5, 2014 2019, among MOLSON COORS BREWING COMPANYCF Industries Holdings, a Delaware corporation (Inc., as Holdings, CF Industries, Inc., as the “Company”)Lead Borrower, MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries Designated Borrowers from time to time party to the Credit Agreementthereto, the “Borrowers”)lenders from time to time party thereto, each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHCitibank, N.A., as Administrative Agent administrative agent for the Lenders (the “Administrative Agent”), on behalf of the Lenders under Issuing Banks from time to time party thereto and the Credit Agreement referred other parties from time to below. Reference is made to the Credit Agreement dated as of June 18, 2014 time party thereto (as the same may be amended, restated, amended and restated, modified, extended and/or supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Initial Borrowing Subsidiaries terms defined therein being used herein as therein defined) and other Borrowing Subsidiaries from time hereby gives you notice, irrevocably, pursuant to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank Section 2.3 of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations , that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”), as required by Section 2.3 of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Credit Agreement. Each : (i) The aggregate principal amount of the Guarantors Proposed Borrowing is [$][C$][€][£][__________________].1 (as defined belowii) is a Subsidiary The Borrower of the Company and an affiliate Proposed Borrowing is [___________________]. (iii) The Business Day of the BorrowersProposed Borrowing is [__________, will derive substantial benefits from 20__].2 1 Such amount to be stated in dollars in the extension case of credit to ABR Loans or in dollars or the Borrowers pursuant to applicable Alternative Currency in the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:case of EurocurrencyTerm Benchmark Loans or XXXXX 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 (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment Assignment. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Royal Bank of Canada, as Administrative Agent for the Lenders referred to below, 00 Xxxx Xxxxxx Xxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx Attention of [ ] Ladies and Assumption. This Assignment and Assumption shall be governed byGentlemen: The undersigned, and construed in accordance withDynegy Power, LLC, a Delaware limited liability company (the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT “Borrower”), refers to that certain Credit Agreement, dated as of [ ]January 16, 2014 2013, among MOLSON COORS BREWING COMPANYthe Borrower, DYNEGY GAS INVESTMENTS HOLDINGS, LLC, a Delaware corporation limited liability company (the “CompanyIntermediate Holdings”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries lenders from time to time party to the Credit Agreement, thereto (the “BorrowersLenders”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE ROYAL BANK AG NEW YORK BRANCHOF CANADA as administrative agent (in such capacity, as Administrative Agent (including any successor thereto, the “Administrative Agent”), on behalf of ) for the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated and RBC CAPITAL MARKETS, BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS, INC., DEUTSCHE BANK SECURITIES, XXXXXXX XXXXX BANK USA and UBS SECURITIES LLC, as of June 18, 2014 Joint Bookrunners and Joint Lead Arrangers (as amended, restated, supplemented or otherwise modified from time to timecollectively, the “Credit AgreementJoint Lead Arrangers”), among . Capitalized terms used herein and not otherwise defined herein shall have the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time meanings assigned to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the such terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in connection therewith sets forth below the terms on which such Borrowing is willing requested to execute be made: (A) Date of Borrowing (which is a Business Day) (B) Principal Amount of Borrowing (C) Type of Borrowing(4) (D) Interest Period and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:last day thereof(5)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in by one or more of the parties hereto on any number of separate counterparts, each of which together shall be an original, but all of which, taken together, shall constitute one instrumentoriginal agreement. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (facsimile, email or other electronic transmission (including by .pdf)in portable document format (“pdf”) or other similar format) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumptionhereof. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as York without regard to conflicts of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (principles of law that would require the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary application of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHlaws of another jurisdiction. Xxxxx Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), on behalf of for the Lenders under the Credit Agreement referred to below. , 0000 Xxxxxxxxx Xxxx, Suite 1600 Atlanta, GA 30328 Attention: Account Officer Fax: 000-000-0000 Re: NOVELIS Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of June 18, 2014 AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to timemodified, the “Credit Agreement”), dated as of May 13, 2013, is among NOVELIS INC., a corporation amalgamated under the CompanyCanada Business Corporations Act (the “Parent Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Parent Borrower signatory thereto as borrowers, NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), NOVELIS DEUTSCHLAND GMBH, a company organized under the laws of Germany (the “German Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Parent Borrower, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party theretoU.S. Borrowers, the Lenders from time to time party theretoU.K. Borrower, and the German Borrower, the Administrative Agent“Borrowers”), Deutsche Bank AG New York BranchAV METALS INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors, the Lenders, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank, Deutsche Bank AGXXXXX FARGO BANK, Canada BranchNATIONAL ASSOCIATION, as Canadian U.S. swingline lender (in such capacity, “U.S. Swingline Lender”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, “Administrative Agent”) for the Secured Parties and each Issuing Bank, and Bank of AmericaXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as an Issuing Bankcollateral agent (in such capacity, “Collateral Agent”) and the other parties party thereto. The Lenders Capitalized terms used but not defined herein have agreed the meaning given to extend credit to the Borrowers subject to the such terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers [Administrative Borrower][European Administrative Borrower][German Borrower][U.K. Borrower] hereby gives you notice pursuant to [Section 2.03][Section 2.17(e)] of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Borrowing [U.S. Revolving Loans][U.K. Revolving Loans][Swiss Revolving Loans][European Swingline Loans][German Revolving Loans][German Swingline Loans] (B) Approved Currency of Borrowing (C) Principal amount of Borrowing (D) Date of Borrowing (which is a Business Day) (E) Type of Borrowing [Base Rate][EURIBOR Rate][LIBOR] (F) Interest Period and the last day thereof (G) Funds are requested to be disbursed to Borrower’s account with [____________] (Account No. ). [Administrative Borrower][European Administrative Borrower][German Borrower][U.K. Borrower] hereby represents and warrants that the conditions to lending specified in Sections 4.02(b), (c) and (d) of the Credit Agreement are satisfied as of the date hereof. [Signature Page Follows] [NOVELIS INC., as Administrative Borrower] By: Name: Title: [NOVELIS AG, as European Administrative Borrower] By: ____________________________________ Name: Title: [NOVELIS DEUTSCHLAND GMBH, as German Borrower] By: Name: Title: [NOVELIS UK LTD, as U.K. Borrower] By: Name: Title: I, [_________], the [Financial Officer] of [_____________] (in such capacity and not in my individual capacity), hereby certify that, with respect to that certain AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or modified, the “Credit Agreement”), dated as of May 13, 2013, is among NOVELIS INC., a corporation amalgamated under the Canada Business Corporations Act (the “Parent Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Parent Borrower signatory thereto as borrowers, NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), NOVELIS DEUTSCHLAND GMBH, a company organized under the laws of Germany (the “German Borrower”),_and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Parent Borrower, the U.S. Borrowers, the U.K. Borrower, and the German Borrower, the “Borrowers”), AV METALS INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors, the Lenders, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Issuing Bank, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as U.S. swingline lender (in such capacity, “U.S. Swingline Lender”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, “Administrative Agent”) for the Secured Parties and each Issuing Bank, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, “Collateral Agent”) and the other parties party thereto. Capitalized terms used but not defined herein have the meaning given to such terms in the Credit Agreement.: (a) Attached hereto as Schedule 1 are detailed calculations demonstrating compliance by Parent Borrower and its Restricted Subsidiaries with Section 6.10 of the Credit Agreement. Parent Borrower and its Restricted Subsidiaries are in compliance with Section 6.10 of the Credit Agreement as of the date hereof. (b) [Attached hereto as Schedule 2 is the report of [accounting firm.]] (c) The Parent Borrower and its Restricted Subsidiaries were in compliance (to the extent required by the terms thereof) with each of the covenants set forth in Section 6.10 of the Credit Agreement at all times during and since [__________]. (d) No Default has occurred under the Credit Agreement which has not been previously disclosed, in writing, to the Administrative Agent pursuant to a Compliance Certificate. (e) Attached hereto as Schedule 3 are detailed calculations showing a reconciliation of Consolidated EBITDA (Fixed Charge) to the net income set forth on the statement of income, on a quarterly basis. (f) Attached hereto as Schedule 4 are copies of financial statements, consolidated balance sheets, statements of income and cash flows separating out the results of Parent Borrower and is willing to execute Restricted Subsidiaries, on the one hand, and deliver this Agreement in order to induce any Unrestricted Subsidiaries, on the other hand. [Signature Page Follows] [ ] By: Name: Title: [Financial Officer] [SCHEDULE 2] [Report of Accounting Firm] [See attached] Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders referred to extend such credit. Accordinglybelow, 0000 Xxxxxxxxx Xxxx, Suite 1600 Atlanta, GA 30328 Attention: Account Officer Fax: 000-000-0000 Re: Novelis Ladies and Gentlemen: This Interest Election Request is delivered to you pursuant to Section 2.08 of the AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or modified, the “Credit Agreement”), dated as of May 13, 2013, is among NOVELIS INC., a corporation amalgamated under the Canada Business Corporations Act (the “Parent Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Parent Borrower signatory thereto as borrowers, NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), NOVELIS DEUTSCHLAND GMBH, a company organized under the laws of Germany (the “German Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Parent Borrower, the U.S. Borrowers, the U.K. Borrower, and the German Borrower, the “Borrowers”), AV METALS INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors, the Lenders, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Issuing Bank, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as U.S. swingline lender (in such capacity, “U.S. Swingline Lender”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, “Administrative Agent”) for the Secured Parties and each Issuing Bank, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, “Collateral Agent”) and the other parties hereto agree as follows:party thereto. Capitalized terms used but not defined herein have the meaning given to such terms in the Credit Agreement.. The Administrative Borrower hereby requests that on [__________] (the “Interest Election Date”), 1. $[__________] of the presently outstanding principal amount of the [U.S. Revolving Loans] [U.K. Revolving Loans] [Swiss Revolving Loans][German Revolving Loans] [available/originally made on [__________]], in [________] 2. [and all presently being maintained as/ issued as] [Base Rate Loans] [Eurocurrency Loans] [EURIBOR Loans], 3. be [established as] [converted into] [continued as],

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT dated ATTORNEYS AT LAW JPMorgan Chase Bank, N.A., as of [ ]Administrative Agent, 2014 among MOLSON COORS BREWING COMPANYand the Lenders Re: Cummins Inc. External Counsel Legal Opinion Regarding the Credit Agreement Ladies and Gentlemen: We have acted as special New York counsel to Cummins Inc., a Delaware an Indiana corporation (the “Company”), MOLSON COORS BREWING COMPANY its subsidiaries, CMI Global Equity Holdings C.V., Cummins EMEA Holdings Limited, and CMI Global Equity Holdings B.V. (UK) LIMITEDcollectively, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” andOriginal Subsidiary Borrowers”; the Original Subsidiary Borrowers, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit AgreementCompany, the “BorrowersOpinion Parties”, and individually, an “Opinion Party”), each subsidiary in connection with, and give this opinion pursuant to, Section 4.01(b) of the Company listed on Schedule I hereto Credit Agreement (the “Credit Agreement”) dated as of the date hereof among the Opinion Parties, the Eligible Subsidiaries referred to therein, the Lenders and DEUTSCHE BANK AG NEW YORK BRANCHAgents party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), on behalf of and each promissory note (collectively, the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement “Notes”), if any, dated as of June 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Initial Borrowing Subsidiaries date hereof made by an Opinion Party and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit payable to the Borrowers subject to order of a Lender. Except as otherwise indicated herein, capitalized definitional terms in this opinion have the terms and conditions meanings set forth in the Credit Agreement. The obligations Credit Agreement and the Notes are referred to herein as the “Loan Documents.” In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Lenders to extend such credit are conditioned upondocuments, among corporate records, certificates and other things, the execution and delivery instruments as we have deemed necessary or appropriate for purposes of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowersopinion, will derive substantial benefits from the extension of credit to the Borrowers pursuant to including the Credit Agreement and the Notes. We note that various issues concerning certain corporate matters regarding the Company are addressed in the opinion dated the date hereof of Xxxxxx X. Xxxxxx, counsel to the Company, and various issues concerning the Original Subsidiary Borrowers under England and Wales law and Netherlands law are addressed in the opinions dated the date hereof of Xxxxxx Xxxxxx, counsel to the Original Subsidiary Borrowers, in each case separately provided to you in connection with the Credit Agreement, and we express no opinion with respect to those matters (and we have, with your permission, relied in this opinion on such opinions of Xxxxxx X. Xxxxxx and Xxxxxx Xxxxxx as to such matters without independent verification of the substance of such opinions). In rendering this opinion, we have, with your permission, and without investigation, verification or inquiry, (i) relied as to all factual matters on the representations, warranties and certifications of the parties set forth in the Loan Documents and each of the certificates delivered pursuant thereto and (ii) assumed that: (a) Each of the parties to the Loan Documents is willing duly organized and validly existing under the laws of its jurisdiction of organization; (b) Each of the parties to the Loan Documents has the necessary right, power, and authority to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordinglydeliver, and perform its obligations under, the Loan Documents; the transactions therein contemplated have been duly authorized by all parties hereto agree as follows:thereto; the Loan Documents have been duly executed, delivered, and accepted by all parties thereto; and the Loan Documents constitute the legal, valid, and binding obligation of all parties thereto, other than the Opinion Parties;

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (facsimile or other electronic transmission (including by .pdf)) imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law laws of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ][Insert Date] JPMorgan Chase Bank, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHN.A., as Administrative Agent (the “Administrative Agent”)380 Xxxxxxx Xxxxxx Xxx Xxxx, on behalf of the Lenders under the Credit Agreement referred to below. Xxx Xxxx 00000 Attention: [•] Fax: [•] Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of June 18[•], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Vectrus, Inc., an Indiana corporation, Exelis Systems Corporation, a Delaware corporation (the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto“Borrower”), the Lenders from time to time and Issuing Banks party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing thereto and JPMorgan Chase Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing BankAdministrative Agent. The Lenders Capitalized terms used but not otherwise defined herein shall have agreed the meanings assigned to extend credit to the Borrowers subject to the terms and conditions set forth them in the Credit Agreement. The obligations In accordance with Section 2.22 of the Credit Agreement, the 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 portion of their [[insert applicable Class] Loans] extended to extend such credit are conditioned uponthe new Maturity Date to be [•]%, which changes shall be effective as of [•] and (c) the amendments to the terms of the Credit Agreement set forth below, which amendments will become effective on [•]:] [Insert amendments to Credit Agreement, if any] Very truly yours, EXELIS SYSTEMS CORPORATION By: Name: Title: Reference is hereby made to the Credit Agreement dated as of [•], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among other thingsVectrus, Inc., an Indiana corporation, Exelis Systems Corporation, a Delaware corporation (the “Borrower”), the execution Lenders and delivery 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 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 non-U.S. Person status on 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 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. Each [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Reference is hereby made to the Credit Agreement dated as of [•], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Vectrus, Inc., an Indiana corporation, Exelis Systems Corporation, 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 Guarantors 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 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 (ii) an IRS Form W-8IMY accompanied by an 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[ ] Reference is hereby made to the Credit Agreement dated as of [•], 2014 (as defined below) is amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Vectrus, Inc., an Indiana corporation, Exelis Systems Corporation, a Subsidiary 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 Company Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and an affiliate beneficial owner of the Borrowersparticipation in respect of which it is providing this certificate, will derive substantial benefits (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 its participating Lender with a certificate of its non-U.S. Person status on 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 be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Reference is hereby made to the Credit Agreement dated as of [•], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Vectrus, Inc., an Indiana corporation, Exelis Systems Corporation, 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 Borrowers 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 (ii) an IRS Form W-8IMY accompanied by an 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 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[ ] Pursuant to Section [4.02(h)] of the Credit Agreement dated as of [•], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Vectrus, Inc., an Indiana corporation (“Holdings”), Exelis Systems Corporation, a Delaware corporation (the “Borrower”), 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 Holdings, and not individually, as follows: I am generally familiar with the businesses and assets of Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole, and am duly authorized to execute this Solvency Certificate on behalf of Holdings pursuant to the Credit Agreement Agreement. As of the date hereof, after giving effect to the consummation of the Transactions, including the making of the Loans under the Credit Agreement, and is willing after giving effect to execute and deliver this Agreement in order to induce the Lenders to extend application of the proceeds of such credit. Accordinglyindebtedness: a. The fair value of the assets of Holdings, the parties hereto agree Borrower and the Restricted Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; b. The present fair saleable value of the property of Holdings, the Borrower and the Restricted Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as follows:such debts and other liabilities become absolute and matured; c. Holdings, the Borrower and the Restricted Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured; and d. Holdings, the Borrower and the Restricted Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital. For purposes of this Solvency Certificate, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery 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 (or other electronic transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]LIST OF CLOSING DOCUMENTS1 1. Term Loan Credit Agreement (the “Credit Agreement”) by and among Fiserv, 2014 among MOLSON COORS BREWING COMPANYInc., a Delaware Wisconsin corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries institutions from time to time party to the Credit Agreement, parties thereto as Lenders (the “BorrowersLenders”)) and JPMorgan Chase Bank, each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHN.A., in its capacity as Administrative Agent for itself and the other Lenders (the “Administrative Agent”), on behalf evidencing a term loan facility to the Company from the Lenders in an initial aggregate principal amount of $5,000,000,000. Schedule 2.01 — Commitments Schedule 3.13 — List of Material Subsidiaries Schedule 4.02(g) — List of First Data Debt Instruments Schedule 6.01 — List of Existing Indebtedness Exhibit A — Form of Assignment and Assumption Exhibit B — List of Closing Documents Exhibit C — Form of Compliance Certificate Exhibit D-1 — Form of Borrowing Request Exhibit D-2 — Form of Interest Election Request Exhibits E-1-4 — Form of U.S. Tax Certificates Exhibit F — Form of Solvency Certificate Exhibit G — Form of Increasing Lender Supplement Exhibit H — Form of Augmenting Lender Supplement 2. Notes executed by the Company in favor of each of the Lenders under the Credit Agreement referred Lenders, if any, which has requested a note pursuant to below. Reference is made to the Credit Agreement dated as Section 2.10(e) of June 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of 1 Each capitalized term used herein and not defined herein shall have the Lenders meaning assigned to extend such credit are conditioned upon, among other things, term in the execution and delivery of this below-defined Credit Agreement. Each of the Guarantors (as defined below) is a Subsidiary of Items appearing in bold and italics shall be prepared and/or provided by the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:and/or Company’s counsel.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated EXHIBIT G-1 Form of Opinion of Cleary, Gottlieb, Steen & Hamilton ----------------------------------------------------- Writer's Direct Dial: (212) 225-2640 E-Mail: dstern@cgsh.com Xxxxx 00, 0006 JPMorgan Chase Bank, as of [ ]Administrative Agent Deal Management Team Loan and Agency Services Group 1111 Fannin Street, 2014 among MOLSON COORS BREWING COMPANY10th Floor Houston, TX 77022 J.P. Morgan Eurxxx Xxxxxxx, as London Agent 125 London Wall, 9th Fxxxx Xxxxxx, England EC2Y5AJ The Issuing Baxxx xxx xxx Xxxxxxx xxxxx xx xxx Xxxxxx Xxxxxxxxx referred to below Ladies and Gentlemen: We have acted as special counsel to Albany International Corp., a Delaware corporation (the “Company”"Borrower"), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company Subsidiaries of the Borrower listed on Schedule I attached hereto (each such subsidiary, a "Subsidiary" and DEUTSCHE BANK AG NEW YORK BRANCHcollectively, as Administrative Agent (the “Administrative Agent”"Subsidiaries", and together with the Borrower, the "Loan Parties"), on behalf of in connection with the Lenders under the Five-Year Revolving Credit Agreement referred to below. Reference is made to the Credit Agreement Facility Agreement, dated as of June 18April 14, 2014 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “"Credit Agreement”"), among the CompanyBorrower, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time lending institutions party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing JPMorgan Chase Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing BankAdministrative Agent for the Lenders, and J.P. Morgan Europe Limited, as London Agent for the Lenders. The Lenders This xxxxxxx xx being delivered to you pursuant to Section 4.01(f) of the Credit Agreement. Capitalized terms used but not defined herein have agreed the meanings assigned to extend credit to the Borrowers subject to the terms and conditions set forth them in the Credit Agreement. The obligations In arriving at the opinions expressed below, we have reviewed the following documents: (a) an executed copy of the Lenders Credit Agreement; (b) an executed copy of the Subsidiary Guarantee Agreement; (c) an executed copy of the Indemnity, Subrogation and Contribution Agreement; and (d) the following documents delivered by the Loan Parties at the closing on the date hereof: (i) the Certificate of Incorporation of the Borrower and the Certificate of Incorporation of each Subsidiary, certified by the Secretary of State of the State of Delaware or by the Secretary of State of the State of New Hampshire, as the case may be; (ii) the By-laws of the Borrower and each Subsidiary, certified by the corporate secretary or an authorized officer, as the case may be, of the Borrower or such Subsidiary; and (iii) resolutions adopted by the Board of Directors of the Borrower and each Subsidiary. In addition, we have reviewed the originals or copies, certified or otherwise identified to extend our satisfaction, of all such credit are conditioned uponcorporate records of each Loan Party and such other instruments and other certificates of public officials, among officers and representatives of each Loan Party and such other thingspersons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that: 1. The Borrower and each Subsidiary (a) is validly existing as a corporation in good standing under the laws of its jurisdiction of organization, (b) has all corporate power to carry on its business as now conducted and (c) has the corporate power to execute, deliver and perform its obligations under each of the Loan Documents governed by the law of the State of New York to which it is a party. 2. The execution and delivery by the Borrower and each Subsidiary of each of the Loan Documents to which it is a party (a) has been duly authorized by all necessary corporate action and (b) will not result in a breach of or constitute a default under (i) any provision of the By-laws or other organizational documents of the Borrower or such Subsidiary or (ii) the General Corporation Law of the State of Delaware or any applicable federal or New York State statute, law, rule or regulation that is binding on the Borrower or such Subsidiary that in our experience is normally applicable to general business entities in relation to transactions of the type contemplated by the Loan Documents. 3. Each Loan Document has been duly executed and delivered by the Borrower and each Subsidiary party thereto, and each such Loan Document constitutes a valid and binding obligation of the Borrower and such Subsidiary, in each case enforceable against the Borrower and such Subsidiary in accordance with its terms. 4. The execution and delivery of this Agreement. Each the Loan Documents by Borrower and each Subsidiary does not, and the performance by Borrower and each Subsidiary of their respective obligations under the Loan Documents will not, require any consent, approval, authorization, registration or qualification of or with any governmental authority of the Guarantors (United States or the State of New York that in our experience is normally applicable to general business entities in relation to transactions of the type contemplated by the Loan Documents. 5. Neither the Borrower nor any Subsidiary Guarantor is an "investment company" as defined below) is a Subsidiary in, or subject to regulation under, the Investment Company Act of 1940. Insofar as the foregoing opinions relate to the valid existence and good standing of the Company and an affiliate Borrower or any Subsidiary, they are based solely on the certificates of good standing received from the Secretary of State of the BorrowersState of Delaware or the Secretary of State of the State of New Hampshire, will derive substantial benefits from as the extension of credit case may be. Insofar as the foregoing opinions relate to the Borrowers validity, binding effect or enforceability of any agreement or obligation of any Loan Party, we have assumed that each party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to any Loan Party regarding matters of the federal law of the United States of America, the law of the State of New York or the General Corporation Law of the State of Delaware, in each case that in our experience are normally applicable to general business entities in relation to transactions of the type contemplated by the Loan Documents). The foregoing opinions are also subject to applicable bankruptcy, insolvency, fraudulent conveyance and similar laws affecting creditors' rights generally and to general principles of equity. In addition, certain of the remedial provisions of the Loan Documents may be further limited or rendered unenforceable by other applicable laws or judicially adopted principles which, however, in our judgment do not make the remedies provided for therein (taken as a whole) inadequate for the practical realization of the principal benefits purported to be afforded thereby (except for the economic consequences of procedural or other delay). We note that the designations in (i) Section 10.09(b) of the Credit Agreement, (ii) Section 16(a) of the Subsidiary Guarantee Agreement, and (iii) Section 13(a) of the Indemnity Subrogation and Contribution Agreement, of the United States District Court for the Southern District of New York, and any appellate court from any thereof, as the venue for actions or proceedings relating to the Credit Agreement, the Subsidiary Guarantee Agreement and the Indemnity Subrogation and Contribution Agreement, respectively, are (notwithstanding the waiver in Section 10.09(c) of the Credit Agreement, Section 16(b) of the Subsidiary Guarantee Agreement and Section 13(b) of the Indemnity Subrogation and Contribution Agreement) subject to the power of such courts to transfer actions pursuant to 28 U.S.C. ss.1404(a) or to dismiss such actions or proceedings on the grounds that such a federal court is an inconvenient forum for such action or proceeding. With respect to (i) the first sentence of Section 10.09(b) of the Credit Agreement, (ii) the first sentence of Section 16(a) of the Subsidiary Guarantee Agreement, and (iii) the first sentence of Section 13(a) of the Indemnity Subrogation and Contribution Agreement, we express no opinion as to the subject matter jurisdiction of any United States federal court to adjudicate any action relating to the Loan Documents where jurisdiction based on diversity of citizenship under 28 U.S.C. ss.1332 does not exist. In addition, we express no opinion herein as to Section 10.08 of the Credit Agreement insofar as it relates to setoffs in respect of participations purchased in Loans. We note that by statute New York law provides that a judgment or decree rendered in a currency other than the currency of the United States shall be converted into United States dollars at a rate of exchange prevailing on the date of entry of the judgment or decree. There is no corresponding federal statute and no controlling federal court decision on this issue. Accordingly, with respect to Section 10.13(b) of the Credit Agreement, we express no opinion herein as to whether a federal court would award a judgment in a currency other than United States dollars or, if it did so, whether such court would order the conversion of such judgment into United States dollars. We understand that you are satisfying yourselves as to the status under Section 548 of the Bankruptcy Code and applicable state fraudulent conveyance laws of the obligations of the Subsidiaries under the Loan Documents and we express no opinion thereon. The foregoing opinions are limited to the federal law of the United States of America, the law of the State of New York and the General Corporation Law of the State of Delaware. We are furnishing this opinion letter to you solely for your benefit in connection with the Loan Documents. This opinion letter is not to be used, circulated, quoted or otherwise referred to for any other purpose. Notwithstanding the foregoing, a copy of this opinion letter may be furnished to, and relied upon by, a permitted transferee who becomes a party to the Credit Agreement as a Lender thereunder, and is willing you or any such transferee may show this opinion to execute any governmental authority pursuant to requirements of applicable law or regulations. The opinions expressed herein are, however, rendered on and deliver this Agreement in order as of the date hereof, and we assume no obligation to induce advise you or any such transferee or governmental authority or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the Lenders to extend such creditdate hereof that might affect the opinions expressed herein. AccordinglyVery truly yours, the parties hereto agree as follows:CLEARY, GOTTLIEB, STEEN & HAMILTON By _______________________________ Donald A. Stern, a Partner XXXXXXXX X Xxxany International Holdings Two, Inc., a Delaware corporation Albany International Research Co., a Delaware corporation Albany International Techniweave, Inc., a New Hampshire corporation Geschmay Corp., a Delaware corporation Brandon Drying Fabrics, Inc., a Delaware corporation Geschmay Wet Xxxxx, Inc., a Delaware corporation Geschmay Forming Fabrics Corp., x Xelaware corporation EXHIBIT G-2

General Provisions. This Assignment and Assumption shall 22 A. The COUNTY hereby contracts with the CONSULTANT as an independent contractor to 23 provide the consultant engineering services required for the PROJECT(S). 24 B. The work to be binding uponperformed under the AGREEMENT, and inure to on such PROJECT(S) as the benefit of25 CONTRACT ADMINISTRATOR may designate, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed is more thoroughly described in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page Article II of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), 26 AGREEMENT. 27 C. The CONTRACT ADMINISTRATOR on behalf of the Lenders under COUNTY shall be: 28 Xxxxxx Xxxxxx, Senior Engineer 1 0000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx XX 00000 0 000-000-0000 3 xxxxxxx@xx.xxxxxx.xx.xx 4 and shall remain so unless the Credit Agreement CONSULTANT is otherwise notified in writing by the COUNTY’s 5 Director of Public Works and Planning or his/her designee (hereinafter referred to belowas “the 6 DIRECTOR”); and, 7 D. The PROJECT MANAGER for the CONSULTANT shall be: 11 12 and shall remain so unless the CONSULTANT requests and DIRECTOR approves, in writing, a 13 change of the CONSULTANT’S PROJECT MANAGER, which approval will not be unreasonably 14 withheld. 15 E. The CONSULTANT’S staff for their project team shall be as listed in Exhibit B, attached 16 hereto and incorporated herein. Reference is made Any substitutions of personnel shall be submitted in writing and 17 approved in writing by the CONTRACT ADMINISTRATOR prior to the Credit Agreement dated substitution of personnel, 18 which approval shall not be unreasonably withheld. 19 F. The CONSULTANT may retain geotechnical specialists, geologists, and other 20 specialized subconsultants, as of June 18the CONSULTANT requires, 2014 (to assist in completing PROJECT(S). 21 All subconsultants used by the CONSULTANT shall be approved in writing by the CONTRACT 22 ADMINISTRATOR before they are retained by the CONSULTANT for PROJECT(S); for which 23 approval shall not be unreasonably withheld. Subconsultants listed in Exhibit A, attached hereto 24 and incorporated herein, shall be considered as amended, restated, supplemented or otherwise modified from time to time, approved by the “Credit Agreement”CONTRACT ADMINISTRATOR. 25 Should the CONSULTANT retain such subconsultants in connection with PROJECT(S), among 26 compensation to be paid to the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative AgentCONSULTANT under Article V below shall not be increased, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed 27 any additional compensation to extend credit be paid to the Borrowers subject CONSULTANT for such subconsultant work shall be 28 limited to the terms and conditions set forth in the Credit Agreement. The obligations a maximum of ten percent (10%) of the Lenders to extend such credit are conditioned upon, among other things, total costs incurred by the execution and delivery of this Agreement. Each CONSULTANT as a 1 result of the Guarantors (subconsultant’s involvement in any PROJECT. Additional fees other than the 10% 2 markup on subconsultant charges shall not be reimbursed. 3 G. The CONSULTANT’S services shall be performed as defined below) expeditiously as is a Subsidiary consistent with 4 professional skill and the orderly progress of the Company work, based on schedules for each specific 5 PROJECT mutually agreed upon in advance by the CONTRACT ADMINISTRATOR and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:the

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 (or other electronic transmission (including by .pdf)) any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as I, the undersigned, [Name of [ Officer], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation [Title of Officer] of MTS SYSTEMS CORPORATION (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITEDa Minnesota corporation, MOLSON CANADA 2005do hereby certify, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with solely in my capacity as an officer of the Company and other Borrowing Subsidiaries from time to time party not in my individual capacity, on behalf of the Company, that: 1. This Certificate is furnished pursuant to the Credit Agreement, dated as of July 5, 2016, among MTS Systems Corporation, the “Borrowers”)Foreign Subsidiary Borrowers party thereto, each subsidiary of the Company listed on Schedule I hereto Lenders and DEUTSCHE BANK AG NEW YORK BRANCHagents party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent (as the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 (as same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, among capitalized terms used in this Certificate shall have the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions meanings set forth in the Credit Agreement. 2. The obligations I have reviewed the terms of the Lenders Credit Agreement and I have made, or have caused to extend such credit are conditioned uponbe made under my supervision, among other things, the execution and delivery of this Agreement. Each a detailed review of the Guarantors (as defined below) is a Subsidiary transactions and conditions of the Company and an affiliate its Subsidiaries during the accounting period covered by the attached financial statements [for quarterly financial statements add: and such financial statements present fairly in all material respects the financial condition and results of operations of the BorrowersCompany and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, will derive substantial benefits from subject to normal year-end audit adjustments and the extension absence of credit footnotes]; 3. The examinations described in paragraph 2 did not disclose, except as set forth below, and I have no knowledge of (i) the existence of any condition or event which constitutes a Default at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate or (ii) any change in GAAP or in the application thereof that has occurred since the date of the audited financial statements referred to the Borrowers pursuant to in Section 3.04 of the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Agreement; 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 assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. ASSIGNMENT AND ASSUMPTION EXHIBIT B [Form of Subsidiary Joinder Agreement] SUBSIDIARY GUARANTEE JOINDER AGREEMENT dated as of [ ]____________, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH200__ To JPMorgan Chase Bank, as Administrative Agent (the “Administrative Agent”)0000 Xxxxxx, on behalf 10th Floor Houston, Texas 77002-8069 Each of the Lenders under party to the Credit Agreement referred to below. below Re: SUBSIDIARY JOINDER AGREEMENT Ladies and Gentlemen: Reference is made to the Credit Agreement (the "CREDIT AGREEMENT") dated as of June 18March 27, 2014 2003 between AXIS Capital Holdings Limited (as amended, restated, supplemented or otherwise modified from time to time"AXIS HOLDINGS"), the “Credit Agreement”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time Subsidiary Account Parties party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branchthereto and JPMorgan Chase Bank, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing BankAgent (the "ADMINISTRATIVE AGENT"). The Lenders Capitalized terms used but not defined herein shall have agreed the respective meanings assigned to extend credit to the Borrowers subject to the such terms and conditions set forth in the Credit Agreement. The obligations AXIS Holdings and the "Subsidiary Account Party" (as identified on the signature pages below) (the "SUBSIDIARY ACCOUNT PARTY") have executed and hereby deliver this Subsidiary Joinder Agreement pursuant to Section 2.03(f) of the Lenders Credit Agreement, in order to extend such credit are conditioned upon, among other things, designate the execution and delivery of this Subsidiary Account Party as a Subsidiary Account Party under the Credit Agreement. Each Accordingly, AXIS Holdings and the Subsidiary Account Party hereby represent and warrant and agree that as of the Guarantors "Effective Date" (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:):

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (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 transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]Citizens Bank, 2014 among MOLSON COORS BREWING COMPANYN.A. Attention: Xxxx Xxxxx 00 Xxxxx Xxxxxx, a Delaware corporation (the “Company”)Xxxxx 0000 Xxxxxx, MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the XX 00000 Telephone: [redacted] Fax: [redacted] Email [redacted] Re: Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit Agreement dated as of June 1821, 2014 2019 (as amended, restated, amended and restated, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Apria Healthcare Group Inc., a Delaware corporation (the Company“Borrower”), Apria Holdings LLC, a Delaware limited liability company (together with any of its successors, “Holdings”), the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries Guarantors from time to time party thereto, Citizens Bank, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer, and each lender from time to time party thereto Dear Sir or Madam: The undersigned (the Lenders “Proposed Affiliate Assignee”) hereby gives you notice, pursuant to Section 10.07(l) of the Credit Agreement, that (a) it has entered into an agreement to purchase via assignment a portion of the Term Loans under the Credit Agreement, (b) the assignor in the proposed assignment is [_______________], (c) immediately after giving effect to such assignment, the Proposed Affiliate Assignee will be an Affiliated Lender, (d) the principal amount of Term Loans to be purchased by such Proposed Affiliate Assignee in the assignment contemplated hereby is $______________, (e) the aggregate amount of all Term Loans held by such Proposed Affiliate Assignee and each other Affiliated Lender after giving effect to the assignment hereunder (if accepted) is $[______________], (f) it, in its capacity as a Term Lender under the Credit Agreement, hereby waives any right to bring any action against the Administrative Agent with respect to the Term Loans that are the subject of the proposed assignment hereunder, and (g) the proposed effective date of the assignment contemplated hereby is [___________, 20__]. Very truly yours, [EXACT LEGAL NAME OF PROPOSED AFFILIATE ASSIGNEE] By: Name: Title: Phone Number: Fax: Email: Date: To: [Citizens Bank, N.A.], as Auction Agent Ladies and Gentlemen: This Acceptance and Prepayment Notice is delivered to you pursuant to (a) Section 2.05(a)(v)(D) of that certain Credit Agreement, dated as of June 21, 2019 (as amended, restated, amended and restated, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Apria Healthcare Group Inc., a Delaware corporation (the “Borrower”), Apria Holdings LLC, a Delaware limited liability company (together with any of its successors, “Holdings”), the other Guarantors from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Citizens Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and an Issuing BankL/C Issuer, and each lender from time to time party thereto, and (b) that certain Solicited Discounted Prepayment Notice, dated ______, 20__, from the applicable Loan Party (the “Solicited Discounted Prepayment Notice”). The Lenders Capitalized terms used herein and not otherwise defined herein shall have agreed the meaning ascribed to extend credit to the Borrowers subject to the such terms and conditions set forth in the Credit Agreement. The obligations Pursuant to Section 2.05(a)(v)(D) of the Lenders to extend such credit are conditioned upon, among other thingsCredit Agreement, the execution Loan Party hereby irrevocably notifies you that it accepts offers delivered in response to the Solicited Discounted Prepayment Notice having an Offered Discount equal to or greater than [[__]% in respect of the Term Loans] [[__]% in respect of the [____, 20__]1 tranche[(s)] of the [__]2 Class of Term Loans] (the “Acceptable Discount”) in an aggregate principal amount not to exceed the Solicited Discounted Prepayment Amount. The Loan Party expressly agrees that this Acceptance and delivery Prepayment Notice shall be irrevocable and is subject to the provisions of this Section 2.05(a)(v)(D) of the Credit Agreement. Each The Loan Party hereby represents and warrants to the Auction Agent and [the Term Lenders][each Term Lender of the Guarantors (as defined below) is a Subsidiary [____, 20__]3 tranche[s] of the Company and an affiliate [__]4 Class of Term Loans] as follows: 1. The Loan Party will not use proceeds of Revolving Credit Loans or Swing Line Loans to fund this Discounted Loan Prepayment. 1 List multiple tranches if applicable. 2 List applicable Class(es) of Term Loans (e.g., “Initial Term Loans”, “Incremental Term Loans”, “Refinancing Term Loans” or “Extended Term Loans”). 3 List multiple tranches if applicable. 4 List applicable Class(es) of Term Loans (e.g., “Initial Term Loans”, “Incremental Term Loans”, “Refinancing Term Loans” or “Extended Term Loans”). 2. [At least ten (10) Business Days have passed since the consummation of the Borrowersmost recent Discounted Term Loan Prepayment as a result of a prepayment made by a Loan Party on the applicable Discounted Prepayment Effective Date.][At least three (3) Business Days have passed since the date the Loan Party was notified that no Term Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, will derive substantial benefits from within the extension Discount Range or at any discount to par value, as applicable, or in the case of credit Borrower Solicitation of Discounted Prepayment Offers, the date of any Loan Party’s election not to accept any Solicited Discounted Prepayment Offers made by a Term Lender.]5 3. No Default or Event of Default has occurred and is continuing. The Loan Party acknowledges that the Borrowers pursuant Auction Agent and the relevant Term Lenders are relying on the truth and accuracy of the foregoing representations and warranties in connection with the acceptance of any prepayment made in connection with a Solicited Discounted Prepayment Offer. The Loan Party requests that the Auction Agent promptly notify each Term Lender party to the Credit Agreement of this Acceptance and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Prepayment Notice.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery 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 (or other electronic transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]JPMorgan Chase Bank, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHN.A., as Administrative Agent (the “Administrative Agent”)00 X. Xxxxxxxx St., on behalf of the Lenders under the Credit Agreement referred to below. Floor L2S Chicago, IL 00000-0000 Telephone: 000-000-0000 Email: xxxxxx.xxxxxxx@xxxxx.xxx Attention: Xxxxxx Xxxxxxx [Date] Ladies and Gentlemen: Reference is hereby made to the Credit Agreement dated as of June 18August 2, 2014 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the SJW Group, a Delaware corporation, San Xxxx Water Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries a California corporation, SJWTX, Inc., a Texas corporation, Connecticut Water Service, Inc., a Connecticut corporation, each lender from time to time party theretothereto and JPMorgan Chase Bank, the Lenders from time to time party thereto, the N.A. as Administrative Agent. Unless otherwise defined herein, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, terms defined in the Credit Agreement and Bank of America, N.A., as an Issuing Bank. The Lenders used herein shall have agreed the meanings given to extend credit to the Borrowers subject to the terms and conditions set forth them in the Credit Agreement. The obligations This notice constitutes a Borrowing Request and the undersigned Borrower hereby gives you notice, pursuant to Section 2.03 of the Lenders Credit Agreement, that it requests a Borrowing under the Credit Agreement, and in that connection the undersigned Borrower specifies the following information with respect to extend such credit are conditioned upon, among other things, Borrowing: (A) Name of Applicable Borrower: (B) Aggregate principal amount of Borrowing:7 $ (C) Date of Borrowing (which is a Business Day): (D) Type of Borrowing:8 7 Must comply with Section 2.02(c) of the execution and delivery of this Credit Agreement. Each of the Guarantors (8 Specify ABR Borrowing or Term Benchmark Borrowing. If no election as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to Type of Borrowing is specified, then the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:requested Borrowing shall be an ABR Borrowing.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, 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 (or other electronic transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]LIST OF CLOSING DOCUMENTS1 A. LOAN DOCUMENTS 1. Sixth Amended and Restated Credit Agreement (the “Credit Agreement”) by and among The Scotts Miracle-Gro Company, 2014 among MOLSON COORS BREWING COMPANY, a Delaware an Ohio corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries Subsidiary Borrowers from time to time party to parties thereto (collectively with the Credit AgreementCompany, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto institutions from time to time parties thereto as Lenders (the “Lenders”) and DEUTSCHE BANK AG NEW YORK BRANCHJPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for itself and the other Lenders (the “Administrative Agent”), on behalf evidencing a revolving credit facility to the Borrowers from the Revolving Lenders in an aggregate principal amount of $1,500,000,000 and a term loan facility to the Company from the Term Lenders in an aggregate principal amount of $1,000,000,000. Schedule 1.01A -- Non-Guarantor Domestic Subsidiaries Schedule 1.01B -- Subsidiaries Whose Capital Stock is Not Pledged Schedule 2.01A -- Commitments Schedule 2.01B -- Letter of Credit Commitments ________________________ 1 Each capitalized term used herein and not defined herein shall have the meaning assigned to such term in the above-defined Credit Agreement. Items appearing in bold and italics shall be prepared and/or provided by the Company and/or Company’s counsel. Exhibit A -- Form of Assignment and Assumption Exhibit B -- List of Closing Documents Exhibit C-1 -- Form of Subsidiary Borrower Agreement Exhibit C-2 -- Form of Subsidiary Borrower Termination Exhibit D-1 -- Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships) Exhibit D-2 -- Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships) Exhibit D-3 -- Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships) Exhibit D-4 -- Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships) Exhibit E-1 -- Form of Borrowing Request Exhibit E-2 -- Form of Interest Election Request Exhibit F -- Form of Guarantee and Collateral Agreement Exhibit G -- Form of New Domestic Subsidiary Certificate 2. Notes executed by the initial Borrowers in favor of each of the Lenders under Lenders, if any, which has requested a note pursuant to Section 2.10(e) of the Credit Agreement. 3. Sixth Amended and Restated Guarantee and Collateral Agreement referred to below. Reference is made to the Credit Agreement dated as of June 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, each of the Initial Borrowing Subsidiaries Domestic Subsidiary Borrowers, each of the Subsidiary Guarantors and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy (or other electronic transmission (including by .pdf)in .pdf format) shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG THE LAW OF THE STATE OF NEW YORK BRANCHWITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). Date: _________________________ Borrowers: Xxxxxxx Operating Resources LLC, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Xxxxxxx Energy Solutions Inc. and Xxxxxxx Terminal Services LLC For: Amended and Restated Credit Agreement dated as of June 18December 21, 2014 2011 This report is delivered pursuant to the Amended and Restated Credit Agreement, dated as of December 21, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Amended and Restated Credit Agreement”), among the CompanyXxxxxxx Operating Resources LLC, the Initial Borrowing Subsidiaries Xxxxxxx Energy Solutions Inc. and other Borrowing Subsidiaries from time to time party theretoXxxxxxx Terminal Services LLC, as Borrowers, the Lenders from time to time party parties thereto, the BNP Paribas, as Administrative Agent and as Collateral Agent, Deutsche Bank AG JPMorgan Chase Bank, N.A. and RBS Citizens, National Association, as Co-Syndication Agents, and Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland”, New York Branch, as an Issuing Standard Chartered Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and Bank of AmericaXxxxx Fargo Bank, N.A., Natixis, New York Branch, Sovereign Bank and Société Générale, as an Issuing BankCo-Documentation Agents. The Lenders capitalized terms used herein shall have agreed to extend credit to the Borrowers subject to the terms and conditions set forth same meanings as in the Amended and Restated Credit Agreement. The obligations undersigned hereby certifies to the Administrative Agent that: (1) such Responsible Person is the [insert title] of the Lenders to extend such Borrowers’ Agent; (2) the amounts set forth on the attached report constitute all Collateral which has been or is being used in determining availability for an advance or letter of credit are conditioned uponissued under the Amended and Restated Credit Agreement as of December 21, among other things2011; (3) the sum of (i) the Total Working Capital Facility Extensions of Credit plus (ii) the Acquisition Facility Working Capital Extensions of Credit, do not exceed the execution and delivery of this Agreement. Each Borrowing Base as of the Guarantors date hereof; and (4) the preceding information and the information on the attached schedule is true and correct in all material respects as of the date hereof, and is all of the supporting information required to be delivered pursuant to Section 7.2(c) of the Amended and Restated Credit Agreement and the definition of “Borrowing Base Report” under the Amended and Restated Credit Agreement in relation to the Borrowing Base: COLLATERAL TYPE Gross Value Advance Rate Borrowing Base Value Eligible Cash and Cash Equivalents [______ ] 100 % [______ ] Eligible Tier 1 Accounts Receivable [______ ] 90 % [______ ] Eligible Unbilled Tier 1 Accounts Receivable [______ ] 85 % [______ ] Eligible Tier 2 Accounts Receivable [______ ] 85 % [______ ] Eligible Unbilled Tier 2 Accounts Receivable [______ ] 80 % [______ ] Eligible Hedged Petroleum Inventory [______ ] 85 % [______ ] Eligible Petroleum Inventory [______ ] 80 % [______ ] Eligible Hedged Natural Gas Inventory [______ ] 85 % [______ ] Eligible Natural Gas Inventory [______ ] 80 % [______ ] Eligible Coal Inventory [______ ] 70 % [______ ] Eligible Asphalt Inventory [______ ] 70 % [______ ] Prepaid Purchases [______ ] 75 % [______ ] Eligible Net Liquidity in Futures Accounts [______ ] 85 % [______ ] Eligible Exchange Receivables [______ ] 80 % [______ ] Eligible Short Term Unrealized Forward Gains [______ ] 80 % [______ ] Eligible Medium Term Unrealized Forward Gains [______ ] 70 % [______ ] Eligible Letters of Credit Issued for Commodities Not Yet Received [______ ] 80 % [______ ] Paid But Unexpired Letters of Credit [______ ] 100 % [______ ] First Purchaser Lien Amount [______ ] 100 % [______ ] Product Taxes [______ ] 100 % [______ ] Swap Amounts due to Qualified Counterparties in excess of $20,000,000.00 [______ ] 110 % [______ ] Overcollateralization Amount [______ ] 100 % [______ ] EXTENSIONS OF CREDIT Working Capital Facility Letters of Credit [______ ] Working Capital Facility Loans [______ ] Acquisition Facility Working Capital Letters of Credit [______ ] COLLATERAL TYPE Gross Value Advance Rate Borrowing Base Value Acquisition Facility Working Capital Loans [______ ] Daylight Overdraft obligations [______ ] Swing Line obligations [______ ] Total Extensions of Credit for calculation [______ ] AGGREGATE BORROWING BASE AVAILABILITY [______ ] XXXXXXX OPERATING RESOURCES LLC, as Borrowers’ Agent By: Name: Title: INTERCOMPANY SUBORDINATION AGREEMENT, dated as of (as amended, supplemented or otherwise modified from time to time, this “Subordination Agreement”), by and among XXXXXXX OPERATING RESOURCES LLC, a Delaware limited liability company, XXXXXXX ENERGY SOLUTIONS INC., a Delaware limited liability company and XXXXXXX TERMINAL SERVICES LLC, a Delaware corporation (the “Companies” and, together with each other Loan Party (as defined in the Amended and Restated Credit Agreement referred to below) is listed on the signature pages hereof or which becomes a Subsidiary of party hereto, each an “Obligor” and, collectively, the Company “Obligors”) and an affiliate of BNP PARIBAS, as administrative agent (together with its successors and assigns in such capacity, the Borrowers, will derive substantial benefits from “Administrative Agent”) under the extension of credit to the Borrowers pursuant to the Amended and Restated Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree (as follows:hereinafter defined).

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 transmission (including by .pdf)) 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. SUBSIDIARY GUARANTEE AGREEMENT dated as 13The 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, 2014 among MOLSON COORS BREWING COMPANYinterest, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company fees and other Borrowing Subsidiaries from time amounts) to time party [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 Credit Agreement, Effective Date or with respect to the “Borrowers”), each subsidiary making of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCHthis assignment directly between themselves.” Royal Bank of Canada, as Canadian Administrative Agent (for the “Administrative Agent”), on behalf of the Canadian Lenders under the Credit Agreement referred to below. Reference is made , 4xx Xxxxx, 00 Xxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0 Attn: Manager, Agency Services Group Attention of Agency Administration [Date] Ladies and Gentlemen: The undersigned, [Civeo Corporation][Civeo Canada Inc.][Civeo Premium Camp Services Ltd.], refers to the Credit Syndicated Facility Agreement dated as of June 18May 28, 2014 (as amended, restated, supplemented or otherwise modified from time to time, including by the First Amendment to Syndicated Facility Agreement, dated as of May 13, 2015, the “Credit Agreement”), among Civeo Corporation (the “Parent Borrower”), Civeo USA Corp., Civeo Canada Inc. (the “Canadian Parent”), Civeo Premium Camp Services Ltd. (“Civeo Premium” and together with the Canadian Parent, the “Canadian Borrowers”), Civeo Pty Limited, the lenders from time to time party thereto (the “Lenders”) and Royal Bank of Canada, as administrative agent for the U.S. Lenders, as U.S. collateral agent for the Lenders, as administrative agent for the Canadian Lenders (in such capacity, the “Canadian Administrative Agent”) and as Canadian collateral agent for the Lenders, and RBC Europe Limited, as administrative agent for the Australian Lenders and as Australian collateral agent for the Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. [The Canadian Parent][Civeo Premium][The Canadian Parent, on behalf of Civeo Premium,][The Parent Borrower][The Parent Borrower, on behalf of the Canadian Parent][The Parent Borrower, on behalf of Civeo Premium] hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of [Canadian Term Loans][Canadian Tranche A Revolving Credit Loans][Canadian Tranche B Revolving Credit Loans] under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) ______________________ (B) Principal Amount of Borrowing1 ______________________ (C) Type of Borrowing2 ______________________ (D) Contract Period 3 or Interest Period4 and the last day thereof ______________________ (E) Funds are requested to be disbursed to the applicable Canadian Borrowers’ account[s] with: Bank Name: ______________________ Bank Address: ______________________ Account Number: ______________________ The undersigned Canadian Borrower hereby represents and warrants to the Agents and the Lenders that, on the date of this Borrowing Request and on the date of the related Borrowing, the conditions to lending specified in Sections 4.01(b) and (c) of the Credit Agreement have been satisfied. 1 In an amount that is (i) in the case of Canadian dollar-denominated Loans, an integral multiple of C$100,000 and in a minimum amount of C$1,000,000, (ii) in the case of U.S. Base Rate Loans, an integral multiple of U.S.$100,000 and in a minimum amount of U.S.$1,000,000, or (iii) in the case of Eurocurrency Loans, an integral multiple of U.S.$1,000,000 and in a minimum amount of U.S.$3,000,000. 2 Specify B/A Borrowing, Canadian Prime Rate Borrowing, U.S. Base Rate Borrowing or Eurocurrency Borrowing. 3 Which shall be subject to the definition of “Contract Period” and end not later than the Maturity Date (applicable for B/A Borrowings only). 4 Which shall be subject to the definition of “Interest Period” and end not later than the Maturity Date (applicable for Eurocurrency Borrowings only). by: ______________________________ Name: Title: [Responsible Officer]] by: ______________________________ Name: Title: [Responsible Officer]] by: ______________________________ Name: Title: [Responsible Officer]] [Royal Bank of Canada, as Administrative Agent for the Lenders referred to below, Global Loans Administration, NY Three World Financial Center 200 Xxxxx Xxxxxx New York, NY 10281-8098 Email: pxxxx.xxxxxx@xxx.xxx] [Royal Bank of Canada, as Canadian Administrative Agent for the Canadian Lenders referred to below, 4xx Xxxxx, 00 Xxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0 Email: mxxxxx.xxxxxxx@xxx.xxx] [Date] Ladies and Gentlemen: The undersigned, [Civeo Corporation (the “Parent Borrower”)][[Civeo USA Corp.] (the “U.S. Borrower”)][Civeo Canada Inc. (the “Canadian Parent”)][Civeo Premium Camp Services Ltd. (“Civeo Premium”)], refers to the Syndicated Facility Agreement dated as of May 28, 2014 (as amended, supplemented or otherwise modified from time to time, including by the First Amendment to Syndicated Facility Agreement, dated as of May 13, 2015, the “Credit Agreement”), among the CompanyParent Borrower, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries U.S. Borrower, the Canadian Parent, Civeo Premium, Civeo Pty Limited, the lenders from time to time party theretothereto (the “Lenders”) and Royal Bank of Canada, as administrative agent for the U.S. Lenders (in such capacity, the “Administrative Agent”), as U.S. collateral agent for the Lenders, as administrative agent for the Canadian Lenders from time to time party thereto(in such capacity, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as “Canadian Administrative Agent”) and as Canadian collateral agent for the Lenders, and Bank of America, N.A.RBC Europe Limited, as an Issuing Bankadministrative agent for the Australian Lenders and as Australian collateral agent for the Lenders. The Lenders Capitalized terms used herein and not otherwise defined herein shall have agreed the meanings assigned to extend credit to the Borrowers subject to the such terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers [Parent Borrower][U.S. Borrower][the Canadian Parent][Civeo Premium] hereby gives you notice pursuant to Section 2.23 of the Credit Agreement that it requests a [U.S. Swing Line Borrowing of U.S. Swing Line Loans][Canadian Swing Line Borrowing of Canadian Swing Line Loans] under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is willing requested to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as followsbe made:

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 other electronic transmission (including by email as a “.pdf)) ” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption and the rights and obligations of the parties hereunder and (including but not limited to the validity, interpretation, construction, breach, enforcement or termination hereof, and whether arising in contract or tort or otherwise) shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ], 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK Deutsche Bank AG NEW YORK BRANCHNew York Branch, as Administrative Agent (the “Administrative Agent”), on behalf of for the Lenders under the Credit Agreement referred to below. below 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxx & Xxxxxx Xxx Telephone: 000-000-0000 / 000-000-0000 Email: xxxx.xxxxxxxxxxxxxxx@xx.xxx CC Email: Xxxxxx.Xxxxxxx@xx.xxx; Xxxxxx.Xxx@xx.xxx; Xxxxxxxx.Xxxxxx@xx.xxx Ladies and Gentlemen: Reference is hereby made to the that certain Credit Agreement dated as of June 18August 15, 2014 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to timetime and in effect on the date hereof, the “Credit Agreement”), among the Companyby and among, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party theretointer alios, World Triathlon Corporation, a Florida corporation, World Endurance Holdings, Inc., a Delaware corporation, the Lenders from time to time party thereto, the Administrative Agent, thereto and Deutsche Bank AG New York Branch, in its capacities as an Issuing Bank, Deutsche Bank AG, Canada Branch, issuing bank and as Canadian Administrative Agent, administrative agent and Bank of America, N.A., as an Issuing Bankcollateral agent for the Lenders. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth Terms defined in the Credit AgreementAgreement are used herein with the same meanings unless otherwise defined herein. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers undersigned hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it hereby requests a Borrowing under the Credit Agreement on the below the terms: (A) Borrower: World Triathlon Corporation (B) Date of Borrowing (which shall be a Business Day): [•] (C) Aggregate Principal Amount of Borrowing:12 $[•] (D) Type of Borrowing:13 [•] (E) Class of Borrowing:14 [•] (F) Interest Period15 (in the case of a LIBO Rate Borrowing) [•] (G) Amount, Account Number and Location 11 The Administrative Agent must be notified in writing, which must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 11:00 a.m. three Business Days prior to the requested day of any Borrowing of LIBO Rate Loans (or one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 10:00 a.m. on the requested date of any Borrowing of ABR Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is willing acceptable to execute them and deliver this Agreement in order to induce (B) not later than 10:00 a.m. three Business Days before the Lenders to extend requested date of such credit. AccordinglyBorrowing, the parties hereto agree as follows:Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery 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 (or other electronic transmission (including by .pdf)) any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ]To: JPMORGAN CHASE BANK, 2014 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent N.A. (the “Administrative Agent”)) From: Xxxxxx Realty, on behalf of L.P. (the Lenders under the “Borrower”) Re: Second Amended and Restated Credit Agreement referred to below. Reference is made to the Credit Agreement Agreement, dated as of June 18July 24, 2014 2017, among the Borrower, the Banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Joint Lead Arranger, Joint Bookrunner and as Bank, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as Joint Lead Arranger and Joint Bookrunner, Xxxxx Fargo Securities, LLC, as Joint Lead Arranger and Joint Bookrunner, PNC Capital Markets LLC, as Joint Lead Arranger, U.S. Bank National Association, as Joint Lead Arranger, and Bank of America, N.A., as Syndication Agent (as amended, restated, supplemented or otherwise modified the same may be amended from time to time, the “Credit Agreement”). We hereby give notice pursuant to Section 2.3 of the Credit Agreement that we request Money Market Quotes for the following proposed Money Market Loan(s): Date of Borrowing: __________________ Principal Amount 5 Interest Period6 $ Such Money Market Quotes should offer a Money Market [Margin][Absolute Rate]. [The applicable base rate is the London Interbank Offered Rate.] _______________________ 5 Amount must be $10,000,000 or a larger multiple of $500,000. 6 Not less than one month (LIBOR Auction) or not less than 30 days (Absolute Rate Auction), subject to the provisions of the definition of Interest Period. The funding of Money Market Loans made in connection with this Money Market Quote Request [may/may not] be made by Designated Lenders. Terms used herein have the meanings assigned to them in the Credit Agreement. Xxxxxx Realty, L.P. By: Xxxxxx Realty Corporation Name: Title: Name: Title: To: [Name of Bank] Re: Invitation for Money Market Quotes to Xxxxxx Realty, L.P. (the “Borrower”) Pursuant to Section 2.3 of the Second Amended and Restated Credit Agreement, dated as of July 24, 2017, among the CompanyBorrower, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time Banks party thereto, the Lenders from time to time party theretoJPMorgan Chase Bank, the N.A., as Administrative Agent, Deutsche Bank AG New York BranchJoint Lead Arranger, Joint Bookrunner and as Bank, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as an Issuing BankJoint Lead Arranger and Joint Bookrunner, Deutsche Bank AGXxxxx Fargo Securities, Canada BranchLLC, as Canadian Administrative AgentJoint Lead Arranger and Joint Bookrunner, PNC Capital Markets LLC, as Joint Lead Arranger, U.S. Bank National Association, as Joint Lead Arranger, and Bank of America, N.A., as an Issuing Bank. The Lenders have agreed Syndication Agent, we are pleased on behalf of the Borrower to extend credit invite you to submit Money Market Quotes to the Borrowers subject Borrower for the following proposed Money Market Loan(s): Date of Borrowing: __________________ $ Such Money Market Quotes should offer a Money Market [Margin][Absolute Rate]. [The applicable base rate is the London Interbank Offered Rate.] Please respond to this invitation by no later than 10:00 A.M. (New York City time) on [date]. JPMORGAN CHASE BANK, N.A., asAdministrative Agent By: Authorized Officer To: JPMorgan Chase Bank, N.A., as Administrative Agent (the terms and conditions set forth in “Administrative Agent”) Re: Money Market Quote to Xxxxxx Realty, L.P. (the Credit Agreement. The obligations “Borrower”) In response to your invitation on behalf of the Lenders Borrower dated _____________, 20__, we hereby make the following Money Market Quote on the following terms: 1. Quoting Revolving Credit Bank: ________________________________ 2. Person to extend such credit are conditioned upon, among other things, the execution and delivery contact at quoting Revolving Credit Bank: _____________________________ 3. Date of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company and an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows: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 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 (or other electronic transmission (including by .pdf)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. SUBSIDIARY GUARANTEE AGREEMENT dated as of [ Borrowing Request Date: [____________________], 2014 among MOLSON COORS BREWING COMPANY20__ ALTER DOMUS (US) LLC 000 X. Xxxxxxxxxx St., a Delaware corporation (the “Company”)9th Floor Chicago, MOLSON COORS BREWING COMPANY (UK) LIMITEDIL 60606 Attention: Legal Department—Agency, MOLSON CANADA 2005, MOLSON COORS CANADA INC. Xxxxx Xxxxxx Xxxxxx and MOLSON COORS INTERNATIONAL LP (the “Initial Xxxx Xxxx Ladies and Gentlemen: This Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time Request is furnished pursuant to time party to the Credit Agreement, the “Borrowers”), each subsidiary Section 2.03 of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the that certain Subordinated Credit Agreement dated as of June 18February 14, 2014 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among F45 Training Holdings Inc. (the “Borrower”), the other Loan Parties, the lenders party thereto, and Alter Domus (US) LLC, as administrative agent (the “Administrative Agent”) and Australian Security Trustee for the Lenders. Unless otherwise defined herein, capitalized terms used in this Borrowing Request have the meanings ascribed thereto in the Agreement. The Borrower represents that, as of this date, the conditions precedent set forth in Section 4.02 are satisfied. 1. The Borrower hereby notifies Administrative Agent of its request for the following Borrowing: (1) Aggregate Amount of the Borrowing: $[__________________] (2) Name of the applicable Borrower: F45 Training Holdings Inc. (3) Borrowing Date of the Borrowing (must be a Business Day): [____________________] (4) Apply the proceeds of the Borrowing as follows: Name of Bank: [ ] Account Name: [ ] Account Number: [ ] ABA Routing Number: [ ] Reference: [ ] F45 TRAINING HOLDINGS INC. By: Name: Title: Reference is hereby made to the Subordinated Credit Agreement dated as of February 14, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among F45 Training Holdings Inc., a Delaware corporation (the Company“Borrower”), the Initial Borrowing Subsidiaries other Loan Parties, Alter Domus (US) LLC, as Administrative Agent and other Borrowing Subsidiaries Australian Security Trustee for the Lenders, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the Lenders undersigned hereby certifies that (i) it is the sole record and Tax 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 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 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 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 XXXXXX] By: Name: Title: Date: , 20[ ] Reference is hereby made to the Subordinated Credit Agreement dated as of February 14, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among F45 Training Holdings Inc., a Delaware corporation (the “Borrower”), the other Loan Parties, Alter Domus (US) LLC, as Administrative Agent and Australian Security Trustee for the Lenders, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the Administrative Agentundersigned hereby certifies that (i) it is the sole record and Tax Beneficial Owner of the participation in respect of which it is providing this certificate, Deutsche Bank AG New York Branch(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 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 an Issuing Bankapplicable. By executing this certificate, Deutsche Bank AGthe undersigned agrees that (1) if the information provided on this certificate changes, Canada Branch, as Canadian Administrative Agentthe undersigned shall promptly so inform such Lender in writing, and Bank of America, N.A., as an Issuing Bank. The Lenders (2) the undersigned shall have agreed 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 extend credit be made to the Borrowers subject 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 the terms and conditions set forth them in the Credit Agreement. The obligations [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Reference is hereby made to the Subordinated Credit Agreement dated as of February 14, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among F45 Training Holdings Inc., a Delaware corporation (the “Borrower”), the other Loan Parties, Alter Domus (US) LLC, as Administrative Agent and Australian Security Trustee for the Lenders, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.17 of the Lenders 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 Tax Beneficial Owners of such participation, (iii) with respect to extend such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit are conditioned uponpursuant 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 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 Tax Beneficial Owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Reference is hereby made to the Subordinated Credit Agreement dated as of February 14, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among other thingsF45 Training Holdings Inc., a Delaware corporation (the “Borrower”), the execution other Loan Parties, Alter Domus (US) LLC, as Administrative Agent and delivery Australian Security Trustee for the Lenders, and each lender from time to time party thereto. Pursuant to the provisions of this Agreement. Each Section 2.17 of the Guarantors Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as defined belowwell as any Note(s) evidencing such Loan(s)) in respect of which it is a Subsidiary providing this certificate, (ii) its direct or indirect partners/members are the sole Tax Beneficial Owners of the Company and an affiliate of the Borrowerssuch Loan(s) (as well as any Note(s) evidencing such Loan(s)), will derive substantial benefits from (iii) with respect to the extension of credit to the Borrowers pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is willing a controlled foreign corporation related to execute 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 Tax 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 XXXXXX] By: Name: Title: Date: , 20[ ] To: The Lenders party to the Credit Agreement described below This Compliance Certificate (“Certificate”), for the period ended _______ __, 20__, is furnished pursuant to that certain Subordinated Credit Agreement dated as of February 14, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among F45 Training Holdings Inc., a Delaware corporation (the “Borrower”), the other Loan Parties, the Lenders party thereto and Alter Domus (US) LLC, as Administrative Agent and Australian Security Trustee for the Lenders. Unless otherwise defined herein, capitalized terms used in this Certificate have the meanings ascribed thereto in the Credit Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: 1. I am the [ ] of the Borrower and I am authorized to deliver this Certificate on behalf of the Borrower and its Subsidiaries; 2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the compliance of the Borrower and its Subsidiaries with the Credit Agreement during the accounting period covered by the attached financial statements (the “Relevant Period”); 3. The attached financial statements and updates to Projections of the Borrower and, as applicable, its Subsidiaries and/or Affiliates for the Relevant Period: (a) have been prepared on an accounting basis (the “Accounting Method”) consistent with the requirements of the Credit Agreement and, except as may have been otherwise expressly agreed to in order the Credit Agreement, in accordance with GAAP consistently applied, and (b) to induce the Lenders extent that the attached are not the Borrower’s annual fiscal year end statements, are subject to extend such credit. Accordingly, normal year-end audit adjustments and the parties hereto agree as follows:absence of footnotes;