Common use of General Provisions Clause in Contracts

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 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, 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 Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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 permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System facsimile or 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. Financial Statement 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, ToN.A. Four Penn Center 1000 XXX Xxxx. Xxxxxxxxxxxx, XX 00000 Attn: JPMorgan Chase BankCxxxxxx Xxxxx Facsimile: 200-000-0000 Email: Cxxxxxx.xxxxxxxxx@xxxx.xxx [●] [●], N.A., as Administrative Agent 20[●]10 Ladies and Gentlemen: Reference is hereby made to that certain Amended and Restated ABL Credit Agreement, dated as of September 11August 4, 2013 2017 (as the same may be amended, restated, extendedamended and restated, supplemented or otherwise modified in writing from time to timetime and in effect on the date hereof, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), by and among Tupperware Brands CorporationHayward Industries, Inc., a New Jersey corporation (as survivor of the Merger (as defined in the Credit Agreement) with Hayward Acquisition Corp., a New Jersey corporation) (the “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 (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary BorrowerHoldings”), the Lenders from time to time party theretothereto including, Bank of America, N.A. in its capacities as administrative agent and JPMorgan Chase Bank, N.A., as collateral agent (the “Administrative Agent, Swingline Lender and Issuing Bank”). The undersigned Responsible Officer 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 [●] 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 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 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 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 hereof that he/she is the ____________________________________ of the Borrower, Borrowing with the same effect as though such representations and that, warranties had been made on and as such, he/she is authorized to execute and deliver this Certificate of the date of such Borrowing; provided that (A) to the Administrative Agent 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 behalf time of and immediately after giving effect to the BorrowerBorrowing, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by no Default or Event of Default exists.]14 11 Subject to Section 5.01(a2.02(c) of the Agreement for Credit Agreement. 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 fiscal year requested Borrowing shall be a Canadian Prime Rate Borrowing. If, with respect to Revolving Loans denominated in Dollars, no Type of Borrowing is specified, then the Borrower ended as of the above date, together with the report and opinion of requested Borrowing shall be an independent certified public accountant required by such sectionABR Borrowing. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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 permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A., 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 Amended and Restated Term Loan Credit Agreement, dated as of September 11August 9, 2013 2019 (as amended, restated, extendedamended and restated, supplemented or otherwise modified and in writing from time to timeeffect on the date hereof, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V.by and among, inter alios, Xxxxxx Mortgage Trust, Inc., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”)Maryland corporation, the Lenders from time to time party thereto, thereto and JPMorgan Chase Bank, N.A., in its capacities as Administrative Agent, Swingline Lender administrative agent and Issuing Bankcollateral agent. Terms defined in the Credit Agreement are used herein with the same meanings unless otherwise defined herein. The undersigned Responsible Officer hereby certifies as gives you notice pursuant to Section 2.03 of the date hereof Credit Agreement that he/she is it requests Borrowings under the ____________________________________ of the BorrowerCredit Agreement to be made on [●] [●], 20[●], and thatin 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 such, he/she is authorized to execute and deliver this Certificate 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 on not later than 1:00 p.m. four Business Days prior to the behalf requested date of the Borrowerrelevant 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 that: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 shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. 1. Attached hereto as Schedule 1 are (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 year-end audited financial statements required by case of a LIBO Rate Borrowing) [●] (G) Amount, Account Number and Location Amount $ [●] Bank: [●] ABA No.: [●] Account No.: [●] Account Name: [●] 11 Subject to Section 5.01(a2.02(c) of Credit Agreement. 12 State whether a LIBO Rate Borrowing or ABR Borrowing. If no Type of Borrowing is specified, then the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of requested Borrowing shall be an independent certified public accountant required by such sectionABR Borrowing. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by any Electronic System facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption and any claim, controversy or dispute (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. Financial Statement Date:_____________UBS AG, ToSTAMFORD BRANCH 000 Xxxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: JPMorgan Chase BankAgency Group Fax: +0.000.000.0000 Email: Xxxxxx-XXXXxxxxxxx@xxx.xxx [ ][ ], N.A., as Administrative Agent 20[ ]32 Ladies and Gentlemen: Reference is hereby made to that certain Amended and Restated Credit Agreement, dated as of September 11December 21, 2013 2018 (as amended, restated, extendedamended and restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V.by and among, inter alios, 1184248 B.C. LTD., a private limited liability company organized corporation duly constituted under the laws of the Netherlands Province of British Columbia (the “Subsidiary Initial Borrower” and, prior to the Closing Date Amalgamations (as defined therein), the “Canadian Borrower”), which, as part of the Closing Date Amalgamations, will be amalgamated to form 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 JPMorgan Chase Bankcollateral agent for the Lenders (in such capacities, N.A., as the “Administrative Agent, Swingline Lender and Issuing Bank”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement. The undersigned Responsible Officer hereby certifies as gives you irrevocable notice pursuant to Section 2.03 of the date hereof Credit Agreement that he/she is it requests the ____________________________________ of Borrowings under the BorrowerCredit Agreement to be made on the Borrowing Date (as defined below), and thatin that connection sets forth below the terms on which the Borrowings are requested to be made: (A) 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 such, he/she is authorized to execute and deliver this Certificate shall be acceptable to the Administrative Agent on 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 behalf definition of “Interest Period” or (ii) any Borrower wishes to request BA Rate Loans having a BA Period of other than one, two, three or six months in duration as provided in the Borrower, and that: 1. Attached hereto as Schedule 1 are definition of “BA Period” (A) the year-end audited financial statements required by Section 5.01(a) of the Agreement for the fiscal year of applicable notice from the Borrower ended as of Representative must be received by 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 Administrative Agent not later than 2:00 p.m. four Business Days prior to the Borrower's internal controls requested date of such Borrowing, whereupon the Administrative Agent shall give prompt notice to the extent required pursuant appropriate Lenders of such request and determine whether the requested Interest Period or BA Period, as applicable, is acceptable to Section 404 them and (B) not later than 2:00 p.m. three Business Days before the requested date of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are such Borrowing, the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of Administrative Agent shall notify the Borrower ended Representative whether or not the requested Interest Period or BA Period, as of the above date. Such financial statements fairly present the financial conditionapplicable, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 [available to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuingappropriate Lenders.] [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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkTexas. Financial Statement Date:_____________, To: JPMorgan Chase BankTo 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: Reference This opinion is made furnished to that certain Amended and Restated you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement, Agreement dated as of September 1113, 2013 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “AgreementAmendment”; the capitalized terms defined therein being used herein as therein defined)) among (i) Xxxxxxx International, among Tupperware Brands CorporationInc., a Delaware corporation corporation, as borrower (the “Borrower”), Tupperware International Holdings B.V.(ii) Xxxxxxx Restaurant Corporation, a private limited liability company organized under Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the laws of “Guarantors”) as guarantors, and (iii) the Netherlands banks party thereto (the “Subsidiary BorrowerBanks”), the Lenders from time to time party thereto, and JPMorgan Chase BankBank of America, N.A., as Administrative Agent for the Banks (in such capacity, the “Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies ”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof that he/she is hereof, the ____________________________________ of “Existing Credit Agreement”), pursuant to which the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate Existing Banks have made available to the Administrative Agent on Borrower a revolving credit facility (the behalf of Existing Credit Agreement as so amended by the BorrowerAmendment, and that: 1the “Amended Credit Agreement”). Attached hereto as Schedule 1 Capitalized terms defined in the Amended Credit Agreement 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 used herein with the report and opinion of an independent certified public accountant required by such sectionsame meaning unless otherwise defined herein. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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 Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance; 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. Financial Statement Date:_____________, To: JPMorgan Chase Xxxxx Fargo Bank, N.A., National Association as Administrative Agent for the Lenders referred to below 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 that certain the Amended and Restated Credit Agreement, Agreement dated as of September 1130, 2013 2015 (as the same may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands CorporationCRESTWOOD MIDSTREAM PARTNERS LP, a limited partnership organized under the laws of Delaware corporation (the “Borrower”), Tupperware International Holdings B.V.the LENDERS party thereto from time to time, XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Xxxxx Fargo”), as Administrative 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. The undersigned, CRESTWOOD MIDSTREAM PARTNERS LP, 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). (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 Issuing Bank] for the Lenders referred to below 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 September 30, 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 private limited liability company partnership organized under the laws of the Netherlands Delaware (the “Subsidiary Borrower”), the Lenders LENDERS party thereto from time to time party theretotime, and JPMorgan Chase BankXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION (“Xxxxx Fargo”), as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and thatXxxxx Fargo, as suchCollateral Agent, he/she is authorized to execute CITIBANK, N.A., BANK OF AMERICA, N.A. and deliver this Certificate to 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 Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 Credit Agreement 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 used herein with the report and opinion of an independent certified public accountant required by such section. 2same meanings. 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 This notice constitutes a Borrowing Request of the Borrower and its Subsidiaries the Borrower hereby requests Borrowings under the Credit Agreement, and in accordance that connection the Borrower specifies the following information with GAAP as at respect to such date Borrowings requested hereby: For a Revolving Facility Borrowing or issuance of Revolving Letter of Credit, (A) Borrower [and for such periodName 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, subject only to normal year-end audit adjustments and the absence Eurodollar, or Revolving Letter of footnotesCredit): (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. The undersigned has reviewed and is familiar ) Which must comply with the terms definition of “Interest Period” and end not later than the Revolving Facility Maturity Date. (F) [Location and number of the Agreement 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 has made, or has caused to be made under his/her supervision, a detailed review number of the transactions and condition (financial Borrower’s account or otherwise) of the Borrower during the accounting period covered any other account agreed upon by the attached financial statements. 3. A review of the activities of the Borrower during such fiscal 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 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:]Administrative Agent:

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee mutatis mutandis, and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumptionparties hereto agree to such terms. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A., Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit AgreementThe undersigned, dated as of September 11TEMPUS LABS, 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 Tupperware Brands CorporationINC., a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V.refers to the Credit Agreement dated as of September 22, a private limited liability company organized under the laws of the Netherlands 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Subsidiary BorrowerCredit Agreement”), by and among Borrower, the Lenders party thereto from time to time party theretotime, and JPMorgan Chase Bank, N.A.Ares Capital Corporation, as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and thatAres Capital Management LLC, as such, he/she is authorized Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to execute and deliver this Certificate to such terms in the Administrative Agent on the behalf of the Borrower, and that: 1Credit Agreement. 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 hereby gives you notice pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) 2.03 of the Credit Agreement for that it requests a Borrowing of Term Loans under the fiscal quarter Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of the Borrower ended as Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of the above date. Such financial statements fairly present the financial condition, results Borrowing $175,000,000 (C) Type of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments Borrowing7 [ ] (D) [Interest Period and the absence of footnotes.last day thereof8] [ ] 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused (E) Funds are requested to be made under his/her supervision, a detailed review of the transactions and condition disbursed to Xxxxxxxx’s account as follows (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements. 3Account No. A review of the activities of the Borrower during such fiscal 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 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:][ ])9

General Provisions. This Affiliated Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Affiliated Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Affiliated Assignment and Assumption by any Electronic System telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Affiliated Assignment and Assumption. This THIS AFFILIATED ASSIGNMENT AND ASSUMPTION AND ANY CLAIM, CONTROVERSY OR DISPUTE UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT (AT LAW OR IN EQUITY), TORT OR ANY OTHER THEORY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW. The Assignor acknowledges and agrees that in connection with this Affiliated Assignment and Assumption shall be governed byAssumption, and construed in accordance with, the law of the State of New York. 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, 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 Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the 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 each of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence Administrative Agent may possess information regarding the Borrower and its Affiliates not known to the Assignor and that may be material to a decision by the Assignor to participate in the transactions contemplated by this Affiliated Assignment and Assumption (including material non-public information) (“Excluded Information”), (2) the Assignor has independently and, without reliance on the Borrower or any of footnotes. 2. The undersigned has reviewed its Subsidiaries or Affiliates or the Administrative Agent or any other Agent Party, made its own analysis and is familiar with determination to enter into this Affiliated Assignment and Assumption notwithstanding the terms Assignor’s lack of knowledge of the Agreement and has madeExcluded Information, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise3) none of the Borrower during or its Subsidiaries or Affiliates or the accounting period covered Administrative Agent or any other Agent Party shall have any liability to the Assignor, and the Assignor hereby waives and releases, to the extent permitted by law, any claims the attached financial statements. 3. A review Assignor may have against the Borrower and its Subsidiaries and Affiliates and the Administrative Agent and any other Agent Party, under applicable laws or otherwise, with respect to the nondisclosure of the activities of Excluded Information and (4) the Borrower during such fiscal 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 [Excluded Information may not be available to the best knowledge of Administrative Agent or the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuingother Lenders.] [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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________[Form of Guarantee Agreement] [Provided under separate cover] [Form of Collateral Agreement] [Provided under separate cover] [Form of First Lien Intercreditor Agreement] [See attached] FIRST LIEN INTERCREDITOR AGREEMENT dated as of [ ], To: 2014 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among WME IMG Holdings, LLC, a Delaware limited liability company (“Initial Holdings”), WME IMG, LLC, a Delaware limited liability company (“Intermediate Holdings”), Xxxxxxx Xxxxxx Endeavor Entertainment, LLC, a Delaware limited liability company (“WME”), Iris Merger Sub, Inc., a Delaware corporation (“Iris Merger Sub”), the other Grantors (as defined below) party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Amended and Restated collateral agent for the Credit Agreement, dated as of September 11, 2013 Agreement Secured Parties (as amended, restated, extended, supplemented or otherwise modified defined below) (in writing from time to timesuch capacity and together with its successors in such capacity, the “Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporation, a Delaware corporation (the “BorrowerFirst Collateral Agent”), Tupperware International Holdings B.V.[INSERT NAME], a private limited liability company organized under as agent for the laws of the Netherlands Initial Additional First Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Subsidiary BorrowerInitial Additional Agent”), the Lenders ) and each Additional Agent from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as hereto for the Additional First Lien Secured Parties of the date hereof that he/she Series with respect to which it is the ____________________________________ acting in such capacity. In consideration of the Borrowermutual agreements herein contained and other good and valuable consideration, the receipt and thatsufficiency of which are hereby acknowledged, as such, he/she is authorized to execute the First Lien Collateral Agent (for itself and deliver this Certificate to the Administrative Agent on the behalf of the BorrowerCredit Agreement Secured Parties), the Initial Additional Agent (for itself and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) on behalf of the Agreement Initial Additional First Lien Secured Parties) and each Additional Agent (for the fiscal year itself and on behalf of the Borrower ended as Additional First Lien Secured Parties of the above date, together with the report and opinion of an independent certified public accountant required by such section. 2. Attached hereto applicable Series) agree as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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:]follows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the law of the State of New YorkTHE LAW OF THE STATE OF NEW YORK. Financial Statement Date:_____________Xxxxxx Xxxxxxx Senior Funding, To: JPMorgan Chase Bank, N.A.Inc., as Administrative Agent for the Lenders party to the Credit Agreement referred to below 0 Xxxxxxxxxx Xxxxx 0xx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Agency Team Ladies and Gentlemen: Reference is made The undersigned, FitBit, Inc. (the “Borrower”), refers to that certain Amended the Revolving Credit and Restated Credit Guaranty Agreement, dated as of September 11August 13, 2013 2014 (as it may be amended, restated, extendedamended and restated, modified, extended and/or supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; ,” the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined), among Tupperware Brands Corporationthe 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 and Guaranty Agreement, dated as of August 13, 2014 (as it may be amended, restated, amended and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among FitBit, Inc., a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”)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”) and JPMorgan Chase as Collateral Agent, the other agents named therein and Xxxxxx Xxxxxxx Bank, N.A., as Administrative Agent, Swingline Lender Issuing Bank and Issuing BankSwing Line Lender. The undersigned Responsible Officer hereby certifies as Pursuant to Section 2.4 of the date hereof that he/she is Credit Agreement, the ____________________________________ Borrower desires a Letter of Credit to be issued in accordance with the terms and conditions of the BorrowerCredit Agreement on [—] (the “Credit Date”) in an aggregate face amount of $[ , and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1]. Attached hereto as Schedule 1 for each such Letter of Credit are the year-end audited financial statements required by Section 5.01(afollowing: (a) the stated amount of the Agreement for the fiscal year such Letter of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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:]Credit;

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy (or other electronic transmission (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. Financial Statement Date:_____________SUBSIDIARY GUARANTEE AGREEMENT dated as of [ ], To: JPMorgan Chase Bank2014 among MOLSON COORS BREWING COMPANY, N.A.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 Ladies and Gentlemen: (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to that certain Amended and Restated the Credit Agreement, Agreement dated as of September 11June 18, 2013 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporationthe Company, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”)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 JPMorgan Chase BankBank of America, N.A., as Administrative Agent, Swingline Lender and an Issuing Bank. The undersigned Responsible Officer hereby certifies as 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 date hereof that he/she is Lenders to extend such credit are conditioned upon, among other things, the ____________________________________ execution and delivery of this Agreement. Each of the BorrowerGuarantors (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 that, as such, he/she is authorized willing to execute and deliver this Certificate Agreement in order to induce the Administrative Agent on the behalf of the Borrower, and that: 1Lenders to extend such credit. 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 accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 periodAccordingly, the 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:]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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by any Electronic System email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________, To: JPMorgan Chase BankJPMORGAN CHASE BANK, N.A., as Administrative Agent under the Credit Agreement referred to 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 that certain Amended and Restated the Credit Agreement, Agreement dated as of September 11August 16, 2013 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporationfrontdoor, inc., a Delaware corporation (together with its successors and assigns, the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders several banks and other financial institutions from time to time party thereto, parties thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders, as collateral agent for the Secured Parties, as swing line lender and as issuing bank. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. This notice constitutes a Borrowing Request and the Borrower hereby gives you notice, pursuant to subsection 2.3 of the 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 beyond 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, Swingline Lender 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 frontdoor, inc., a Delaware corporation (together with its successors and assigns, the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “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 therein), as swing line lender and as an issuing bank (in such capacity, an “Issuing Bank”). The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal period has been made under the supervision of the undersigned Issuing Bank: 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 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:]copy to:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________SELLER/BORROWER: BUYER/LENDER: PURPOSE: COLLATERAL CUSTODIAN: FACILITY: FACILITY AMOUNT: TERMINATION DATE: FACILITY FEE: INTEREST RATE: ELIGIBLE MORTGAGE LOANS: Conforming Loans % % Wet Fundings % % Jumbo Loans % % Other Non-Conforming Conv % % Non-Owner Occupied % % SECURITY: REPRESENTATIONS AND WARRANTIES: EVENTS OF DEFAULT: COVENANTS: Investor S&P CP Rating Xxxxx’x XX Rating Related Parent Company Product Approval Charter Bank N/A N/A Conforming Chase Home Equity X-0 X-0 XXXxxxxx Chase Bank N.A. Conforming/Non-conforming CitiMortgage, To: Inc. X-0 X-0 Xxxxxxxx, N.A. Conforming Colonial Savings, FA N/A N/A Conforming Federal National Mortgage Assoc. (FNMA) N/A N/A Conforming Government National Mortgage Assoc. (GNMA) N/A N/A Conforming JPMorgan Chase Bank X-0 X-0 XXXxxxxx Xxxxx & Xx. Xxxxxxxxxx/Xxx-xxxxxxxxxx Leader Financial Services N/A N/A Conforming Xxxxx Associates, Inc. N/A N/A Conforming PennyMac Mortgage Investment Trust N/A N/A Conforming Redwood Trust N/A N/A Conforming/Non-conforming Standard Mortgage Corporation N/A N/A Conforming U.S. Bank, N.A.N.A. A-1+ P-1 U.S. Bancorp Conforming/Non-conforming Xxxxx Fargo Bank, N.A. A-1+ P-1 Xxxxx Fargo & Company Conforming/Non-conforming Housing Agencies Alabama Housing Finance Authority N/A N/A Conforming California Housing Finance Agency N/A N/A Conforming Colorado Housing & Finance Authority N/A N/A Conforming Georgia Housing and Finance Authority N/A N/A Conforming Illinois Housing Development Authority N/A N/A Conforming Minnesota Housing Finance Agency N/A N/A Conforming New Mexico Housing Finance Authority N/A N/A Conforming Nevada Housing Division N/A N/A Conforming North Carolina Housing Finance N/A N/A Conforming Oregon Housing and Community Services N/A N/A Conforming South Carolina State Housing Finance N/A N/A Conforming Washington State Housing Finance Commission N/A N/A Conforming U.S. Bank National Association $ 170,000,000 Associated Bank, N.A. $ 30,000,000 Branch Banking & Trust Company $ 50,000,000 Comerica Bank $ 50,000,000 The following are the Basic Papers for Purchased Loans: (a) the original Mortgage Note, bearing all intervening endorsements to negotiate it from the original payee named therein to the Seller and endorsed by the Seller as Administrative Agent Ladies follows: (b) the recorded original or a Certified Copy of the power of attorney for each maker of the Mortgage Note who (if any) did not personally execute the Mortgage Note and Gentlemen: Reference is made for whom the Mortgage Note was executed by an attorney-in-fact; (c) the recorded original or a Certified Copy of the Mortgage securing such Mortgage Note; (d) originals or Certified Copies of all intervening assignments (if any) reflecting a complete chain of assignment of such Mortgage from the original mortgagee to the Seller; provided that certain Amended intervening assignments are not required for any Mortgage that has been originated in the name of MERS and Restated Credit Agreement, dated as of September 11, 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 Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized registered under the laws MERS® System; and (e) the signed original of a Mortgage Assignment assigning the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof Mortgage in blank in a form that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the 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 complete so as to be recordable in the Borrower's internal controls to jurisdiction where the extent Mortgaged Premises are located without the need for completion of any blanks or supplying of any other information; provided that no Mortgage Assignment is required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal period any Mortgage that has been made originated in the name of MERS and registered under the supervision of the undersigned MERS® System 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 Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuingU.S. Bank as Interim Funder.] [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 Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________Each party hereto acknowledges and agrees that the Administrative Agent shall not be liable for any losses, To: JPMorgan Chase Bankdamages, N.A.penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with Section 9.04(k)(iv) or any purported assignment exceeding the Affiliated Lender Cap (it being understood and agreed that the Affiliated Lender Cap is intended to apply to any Loans made available to Affiliated Lenders by means other than formal assignment (e.g., as a result of an acquisition of another Lender (other than any Debt Fund Affiliate) by any Affiliated Lender or the provision of Incremental Term Loans by any Affiliated Lender); provided, further, that to the extent that any assignment to any Affiliated Lender would result in the aggregate principal amount of all Term Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap (after giving effect to any substantially simultaneous cancellations thereof), the assignment of the relevant excess amount shall be null and void. Deutsche Bank AG New 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: Reference is made The undersigned, Ceridian HCM Holding Inc., as Borrower refers to that certain Amended and Restated the Credit Agreement, Agreement dated as of September 11November 14, 2013 2014 (as amended, restated, extendedamended and restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders lenders from time to time party theretothereto (the “Lenders”), and JPMorgan Chase Bank, N.A.Deutsche Bank AG New York Branch, as Administrative AgentAgent 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), Swingline Lender Deutsche Bank AG Canada Branch, as Canadian Sub-Agent and Issuing Bankthe other agents party thereto. The undersigned Responsible Officer Borrower hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the 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 gives you notice pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) 2.03 of the Credit Agreement for that it requests a Borrowing under the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial conditionCredit Agreement, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance connection with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with borrowing sets forth below the terms of on which the Agreement and has made, or has caused Borrowing is requested to be made under his/her supervision, a detailed review made: (A) Class 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 fiscal 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 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:]Borrowing:2

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the law internal laws of the State of New YorkYork without regard to conflict of laws principles thereof. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Amended the Credit and Restated Credit Guaranty Agreement, dated as of September 11July 13, 2013 2010 (as it may be amended, restated, extended, supplemented or otherwise modified in writing from time to timemodified, the “Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Tupperware Brands CorporationExopack Holding Corp., a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V.Exopack Key Holdings, LLC, a private Delaware limited liability company organized under the laws company, and certain Subsidiaries of the Netherlands (the “Subsidiary Borrower”), as Guarantors, the Lenders party thereto from time to time party thereto, and JPMorgan Chase Bank, N.A.Xxxxxxx Xxxxx Lending Partners LLC, as Administrative Syndication Agent, Swingline Lender Administrative Agent and Issuing BankDocumentation Agent. The Pursuant to Section 2.16(c) of the Credit Agreement, the undersigned Responsible Officer 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 date hereof that he/she is the ________Internal Revenue Code of 1986, as amended. By: ____________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and thatName: Title: 1. Attached hereto as Schedule 1 are We are, respectively, the year-end audited chief executive officer and the chief financial statements required by Section 5.01(a) officer of the Agreement for the fiscal year of the Borrower ended as of the above dateEXOPACK HOLDINGS CORP., together with the report and opinion of an independent certified public accountant required by such sectiona Delaware corporation (“Borrower”). 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has We have reviewed and is familiar with 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 and Xxxxxxx Sachs Lending Partners LLC, as Syndication Agent, Administrative Agent and Documentation Agent, and the definitions and provisions contained in such Credit Agreement relating thereto, and has in our opinion we have made, or has have caused to be made under his/her our supervision, a detailed review of such examination or investigation as is necessary to enable us to express an informed opinion as to the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statementsmatters referred to herein. 3. A Based upon our review and examination described in paragraph 2 above, we certify, on behalf of Borrower, that as of the activities date hereof: (i) the representations and warranties contained in each of the Borrower during such fiscal period has been made under the supervision Credit Documents are true, correct and complete in all material respects on and as of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan DocumentsClosing Date, and [except to the best knowledge extent such representations and 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 the undersigned during such fiscal periodearlier date; provided that, the Borrower performed and observed in each covenant and condition of the Loan Documents case, such materiality qualifier is not applicable to it, any representations and warranties that already are qualified or modified by materiality in the text thereof; and (ii) no Default event has occurred and is continuingcontinuing 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 following covenants Acquisition Documents, and we have reviewed the terms of each of such documents and in our opinion we have made, or conditions have not been performed caused to be made under our supervision, such examination or observed 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 the Administrative Agent and Arranger. 6. Attached hereto as Annex B are true, complete 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 related financings and the following is a list 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 each such Default the Existing Notes on the Borrower’s web-site, and its nature and status:]including the Agreed Synergies.

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 (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 instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption Acceptance by any Electronic System telecopy shall be as effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and AssumptionAcceptance. This Affiliated Lender Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law laws of the State of New York. Financial Statement Date:_____________: , 1 To: JPMorgan Chase BankCredit Suisse AG, N.A.Cayman Islands Branch, as Administrative Agent Credit Suisse AG, Cayman Islands Branch Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Agency Manager Fax: 000-000-0000 Email: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of September 11November 14, 2013 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands CorporationAssetMark Financial Holdings, Inc., a Delaware corporation (the “Borrower”), Tupperware International AssetMark Holdings B.V.LLC, a private Delaware limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”)company, the Lenders from time to time party theretothereto and Credit Suisse AG, and JPMorgan Chase Bank, N.A.Cayman Islands Branch, as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent and Collateral Agent. Capitalized terms used herein and not otherwise defined shall have the meaning assigned thereto in the Credit Agreement. Pursuant to Section 2.03 of the Credit Agreement, the undersigned hereby requests a Borrowing under the Credit Agreement on the behalf of the Borrower, and thatterms set forth below: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) Type 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.Borrowing: .2 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) Date of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements.Borrowing: .3 3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed Account Number and observed all its Obligations under the Loan Documents, and [to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuingLocation: .] [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 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System facsimile or other electronic 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. Financial Statement Date:_____________JPMorgan Chase Bank, ToN.A., as Administrative Agent Loan and Agency Services Group 000 Xxxxxxx Xxxxxxxxxx Xxxx Newark, DE 19713 Attention: Xxxxxxx Xxxxxx Fax: (000) 000-0000 Copy to: JPMorgan Chase Bank, N.A., as Administrative Agent 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxx X. Xxxxx Fax: (000) 000-0000 Ladies and Gentlemen: Reference is made to that certain Amended and Restated the Credit Agreement, Agreement dated as of September 11February 7, 2013 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands CorporationXxxxxxXxxxxx.xxx, a Delaware corporation LLC (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands SurveyMonkey Inc. (the “Subsidiary BorrowerHoldings”), the Lenders from time to time party thereto, thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. This notice constitutes a Borrowing Request and the Borrower hereby gives you notice, pursuant to Section [2.03] [2.04] of the Credit Agreement, that it requests a Borrowing under the Credit Agreement, and in connection therewith specifies the following information with respect to such Borrowing: (A) Class of Borrowing:1 (B) Aggregate principal amount of Borrowing:2 $ (C) Date of Borrowing (which is a Business Day): 1 Specify Term Borrowing, Revolving Borrowing, Swingline Lender Borrowing or Incremental Term Borrowing, and if an Incremental Term Borrowing, specify the Series. 2 Must comply with Sections 2.02(c) and 2.04(a) of the Credit Agreement, as applicable (D) Type of Borrowing:3 (E) If Eurocurrency Borrowing, Interest Period and the last day thereof:4 (F) Location and number of the account or accounts to which proceeds of the requested Borrowing are to be disbursed: [Name of Bank] (Account No.: ) [Issuing Bank. Bank to which proceeds of the requested Borrowing are to be disbursed: ]5 The undersigned Responsible Officer Borrower hereby certifies as that the conditions specified in paragraphs (a) and (b) of Section 4.02 of the date hereof that he/she is the ____________________________________ of the Borrower, Credit Agreement have been satisfied and that, as such, he/she is authorized to execute and deliver this Certificate immediately after giving effect to the Administrative Agent on Borrowing requested hereby, the behalf Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of the Borrowerany such component) specified in Section 2.01, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a2.04(a) or 2.05(b) of the Agreement for Credit Agreement. Very truly yours, XXXXXXXXXXXX.XXX, LLC, By: Name: Title: 3 Specify ABR Borrowing or Eurocurrency Borrowing. If no election as to the fiscal year 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 ended as shall be deemed to have selected an Interest Period of one month’s duration. 5 Specify only in the above date, together with the report and opinion case of an independent certified public accountant required by such section. 2. Attached hereto ABR Revolving Borrowing requested to finance the reimbursement of an LC Disbursement as Schedule 2 is the attestation report required by provided in Section 5.01(a2.05(f) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-XxxxxCredit Agreement. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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, 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies ** Capitalized terms used herein and Gentlemen: Reference is made not otherwise defined herein shall have the meanings assigned to that certain Amended and Restated such terms in the Credit Agreement, Agreement dated as of September 11March 30, 2013 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporation, a Delaware corporation Sabre Inc. (the “Borrower”), Tupperware International Sabre Holdings B.V., a private limited liability company organized under the laws of the Netherlands Corporation (the “Subsidiary BorrowerHoldings”), Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the Lenders “Administrative Agent”), Swing Line Lender and L/C Issuer, and each lender from time to time party theretothereto (collectively, the “Lenders” and JPMorgan Chase Bankindividually, N.A.a “Lender”). NAME OF LENDER: CREDIT SUISSE DOLLAR SENIOR LOAN FUND, LTD. By: Credit Suisse Asset Management, LLC, as 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, Swingline Lender and Issuing BankLTD. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the BorrowerBy: Credit Suisse Asset Management, and thatLLC, as suchcollateral 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 $ 301,487.56 NAME OF LENDER: MADISON PARK FUNDING V, heLTD. 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 $ 266,200.44 NAME OF LENDER: MADISON PARK FUNDING IV, 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 $ 1,496,250.00 NAME OF LENDER: MADISON PARK FUNDING VI, 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 $ 266,200.44 NAME OF LENDER: QUALCOMM GLOBAL TRADING PTE. 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 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/she is authorized 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 successor in interest to execute and deliver this Certificate 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 IV Executing as a CONSENTING NON-CONVERTING LENDER: By: Deutsche Investment Management Americas, Inc. (as successor in interest to the Administrative Agent on the behalf 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 BorrowerExisting 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 CONVERTING LENDER: By: Deutsche Investment Management Americas, and that: 1. Attached hereto 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 $ 4,712,500.01 By: Deerfield Capital Management LLC, its Collateral Manager Executing as Schedule 1 are the yearan 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 $ 3,326,034.35 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 $ 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-end audited financial statements required 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 Section 5.01(a) Converting Lender Principal amount of the Agreement for the fiscal year Existing Term Loans held by Converting Term Lender Principal Amount of the Borrower ended 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 the above dateExisting 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, together with the report and opinion 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 independent certified public accountant required 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 such section. 2. Attached hereto 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 Schedule 2 is the attestation report required 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 Section 5.01(a) Converting Lender Principal amount of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 Existing Term Loans held by Converting Term Lender Principal Amount of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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:]Additional Term B Commitments Various $ 3,998,289.61

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. Acceptance and adoption of the terms 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 this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byCELLDEX THERAPEUTICS, and construed in accordance with, the law of the State of New York. 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, 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 Tupperware Brands CorporationINC., a Delaware corporation (the “BorrowerCompany”), Tupperware International Holdings B.V.hereby certify that by Board Meeting on September 9, 2015, approval was given for the Company, as tenant, to enter into a Second Amendment to Lease with DIV NEEDHAM 115 LLC, as landlord, with respect to the Company’s lease in the building located at, known as and numbered 000-000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx, a private limited liability company organized under the laws 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 Netherlands Company has authority to execute and deliver to the landlord said Second Amendment to Lease on behalf of the Corporation. Witness my hand and seal of the Corporation this 30th day of October, 2015. /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President & CFO Tenant shall have an ongoing right of first refusal (the “Subsidiary BorrowerRight of First Refusal”) to lease certain ROFR Space (hereinafter defined), subject to the Lenders from time to time party thereto, terms and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender conditions of this Exhibit C and Issuing Bank. The undersigned Responsible Officer hereby certifies the existing rights of any other tenants leasing space at the Building as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the 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 sectionAmendment. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed 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. Financial Statement Date:_____________, To: JPMorgan Chase Xxxxx Fargo Bank, N.A., National Association as Administrative Agent 0000 X XX Xxxxxx Blvd. Charlotte, NC 28262 Mail Code D1109-019 Attention: Xxxxxx XxXxxxx Telephone: 000-000-0000 Email: Xxxxxx.xxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to that certain Amended and Restated Revolving Credit Agreement, dated as of September 11December 5, 2013 2014 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to timetime in accordance with its terms, the “Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporationby and among, Columbia Pipeline Partners LP, a Delaware corporation limited partnership (the “Borrower”), Tupperware International Holdings B.V.NiSource Inc., a private 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 organized under the laws of the Netherlands (“OpCo GP”, and together with NiSource, CPG, OpCo and Columbia, the “Subsidiary BorrowerGuarantors”), the Lenders party thereto, Xxxxx Fargo Bank, National Association, as the administrative agent (in such capacity, the “Administrative Agent”), and the other parties thereto. The Borrower hereby requests a Revolving Borrowing, as follows: 1. In the aggregate amount of $ . 2. On , 201 (a Business Day). 3. Comprised of [an ABR] [a Eurodollar] Borrowing. [4. With an Interest Period of months.]4 [4][5]. The Borrower’s account to which funds are to be disbursed is: Account Number: Location: This Borrowing Request and the Revolving Borrowing requested herein comply with the Agreement, including Sections 2.01(a), 2.02, 3.02 and 3.03 of the Agreement. 4 Insert if a Eurodollar Borrowing. COLUMBIA PIPELINE PARTNERS LP By: CPP GP LLC, its general partner By: Name: Title: To: [ ], as LC Bank [ ] cc: Xxxxx Fargo Bank, National Association as Administrative Agent 0000 X XX Xxxxxx Blvd. Charlotte, NC 28262 Mail Code D1109-019 Attention: Xxxxxx XxXxxxx Telephone: 000-000-0000 Email: Xxxxxx.xxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to that certain Revolving Credit Agreement, 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, and JPMorgan Chase Xxxxx Fargo Bank, N.A.National Association, as the administrative agent (in such capacity, the “Administrative Agent”), Swingline Lender and Issuing Bankthe 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 Responsible Officer (the “Borrower”), hereby certifies 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 hereof that he/she 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 the Borrower, principal and that, as such, he/she is authorized to execute and deliver this Certificate interest shall be made to the Administrative Agent on for the behalf account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office pursuant to the terms of the Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Revolving Note is one of the promissory notes referred to in Section 2.10(e) of the Agreement, is one of the Credit Documents, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto. The Borrower, for itself, its successors and thatassigns, 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. This Interest Election Request is delivered to you pursuant to Section 2.06 of the Agreement and relates to the following: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) ¨ A conversion of the Agreement for the fiscal year a Borrowing ¨ A continuation of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such sectiona Borrowing (select one). 2. Attached hereto as Schedule 2 is In the attestation report required by Section 5.01(a) aggregate principal amount of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal period has been made under the supervision of the undersigned with which Borrowing is being maintained as 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 Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.ABR Revolving Borrowing] [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:]Eurodollar Revolving Borrowing with an Interest Period ending on , 201 ].

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:Key Bank, National Association, as Administrative Agent 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Xx. Xxxxxxxxxxx Xxxx RE: MVP Real Estate Holdings, LLC, MVP REIT II Operating Partnership, LP, and certain of their Subsidiaries Compliance Certificate for _____________, 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, 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 Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________ through __________________________ Dear Ladies and Gentlemen: This Compliance Certificate is made with reference to that certain Credit Agreement dated as of [___], 2016 (as amended, supplemented or otherwise modified from time to time, the Borrower"Credit Agreement"), among MVP Real Estate Holdings, LLC, MVP REIT II Operating Partnership, LP, and thatcertain of their Subsidiaries, as suchborrowers (collectively, he/she is authorized the "Borrower"), the financial institutions party thereto, as lenders, and KeyBank, National Association, as Administrative Agent. All capitalized terms used in this Compliance Certificate (including any attachments hereto) and not otherwise defined in this Compliance Certificate shall have the meanings set forth for such terms in the Credit Agreement. All Section references herein shall refer to execute the Credit Agreement. I hereby certify that I am the Chief Financial Officer of MVP Real Estate Holdings, LLC and deliver MVP REIT II Operating Partnership, LP, and that I make this Certificate to the Administrative Agent on the behalf of the Borrower, . I further represent and thatcertify on behalf of the Borrower as follows as of the date of this Compliance Certificate: 1. Attached hereto as Schedule 1 Pursuant to the Credit Agreement, the Credit Parties are furnishing to you herewith (or have most recently furnished to you) the year-end audited consolidated financial statements required by Section 5.01(a) of the Agreement each Parent for the most recently available [fiscal year 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 Borrower ended as date thereof and the results of its operations for the above date, together with the report and opinion of an independent certified public accountant required by such sectionperiods covered thereby. 2. Attached hereto as Schedule 2 is I have reviewed the attestation report required by Section 5.01(a) terms of the Agreement as Loan Documents and have made, or have caused 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) be made under my supervision, a review in reasonable detail of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such transactions and consolidated and consolidating financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows condition of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such periodSubsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period Reporting Period covered by the attached financial statementsreports delivered simultaneous herewith pursuant to Section 5.01[(a)][(b)], and that such review has not disclosed the existence during or at the end of such Reporting Period (and that I do not have knowledge of the existence as at the date hereof) of any condition or event which constitutes a Default or Event of Default. (Note: If the signer does have knowledge of any Default or Event of Default, the 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. A review of Neither the activities of the Borrower during such fiscal period Borrower, Guarantor or any Subsidiary thereof has been made defaulted under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations any recourse Indebtedness under the Loan Documents, and [to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and which it is continuingobligated.] [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 permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy 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. Financial Statement Date:[***] 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, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Account Party, the financial institutions as Lenders from time to time party thereto (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”) and Investec, as Issuing Bank, our Irrevocable Transferable Letter of Credit No. [_____________] (this “Letter of Credit”) whereby, To: JPMorgan Chase Banksubject to the terms and conditions contained herein, N.A.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 Administrative Agent Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of September 11, 2013 (as amended, restated, extended, supplemented or otherwise modified it may be reduced in writing from time to timeaccordance with the terms hereof, the “AgreementStated Amount”; ). [***] Confidential treatment has been requested for the capitalized terms defined therein being used herein 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 therein hereinafter defined), among Tupperware Brands Corporation, . 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 Delaware corporation sight draft in the form of Exhibit A (the a “BorrowerSight Draft”), Tupperware International Holdings B.V., appropriately completed and executed by your authorized officer and (b) a private limited liability company organized under certificate in the laws form of the Netherlands Exhibit B (the a “Subsidiary BorrowerCertificate”), the Lenders from time to time party thereto, appropriately completed and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bankexecuted by your authorized officer. The undersigned Responsible Officer 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 certifies as of the date hereof agree with you that he/she is the ____________________________________ of the Borrower, any Sight Draft and that, as such, he/she is authorized to execute Certificate drawn under 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 accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar 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 Agreement and has madeExpiration Date at our office specified above. Provided that a compliant drawing is presented by 12:00 p.m., or has caused to Eastern Standard time, on any Banking Day, payment shall be made under his/her supervision, a detailed review to you of the transactions and condition (financial or otherwise) of amount specified in the Borrower during applicable Sight Draft, not to exceed the accounting period covered by Stated Amount, in immediately available funds, not later than 11:00 a.m., Eastern Standard time, on the attached financial statements. 3second following Banking Day. A review of compliant drawing presented after 12:00 p.m, Eastern Standard time on any Banking Day, will be paid on the activities of the Borrower during such fiscal 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 Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuingthird following Banking Day.] [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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System fax transmission or other electronic mail transmission (e.g., “pdf’ or “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. Financial Statement Date:_____________[***] 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, To: JPMorgan Chase Bank, N.A.Cayman Islands Branch, as Administrative Agent Ladies and GentlemenRE: Reference is made to that certain Amended and Restated Credit Agreement, dated as of September 11April 1, 2013 2015, by and among Sunrun 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 (collectively, the “Borrowers”), the Guarantors, the Lenders, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, and Silicon Valley Bank, as Collateral Agent (as amended, restatedmodified, extended, restated, replaced or supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms used and not otherwise defined therein being used herein as therein defined), among Tupperware Brands Corporation, a Delaware corporation (shall have the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under meaning set forth in the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. Credit Agreement) DATE: [Date] The undersigned Responsible Officer Officer1 hereby certifies as of the date hereof that [he/she she] is the ____________________________________ [ ] of the BorrowerSunrun, and that, as such, [he/she she] is authorized to execute and deliver this Compliance Certificate (this “Certificate”) to the Administrative Agent on the behalf of Sunrun and the Borrowerother Loan Parties, and that: 1. Attached hereto as Schedule 1 are The Loan Parties have delivered the year-end audited financial statements required by Section 5.01(a6.01(a) of the Credit Agreement for the fiscal year of the Borrower Sunrun 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(a6.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-XxxxxCredit Agreement. 1. Attached hereto as Schedule 1 are The Loan Parties have delivered the unaudited financial statements required by Section 5.01(b6.01(b)(i) of the Credit Agreement for the fiscal quarter of the Borrower Sunrun ended as of the above date. Such , which Consolidated financial statements fairly present the financial condition, results of operations, shareholders' ’ equity and cash flows of the Borrower and its Subsidiaries Sunrun in accordance with GAAP 1 This Certificate should be from the chief executive officer, chief financial officer, treasurer or controller of the Borrowers, as at applicable. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. as of such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotesfootnotes and such consolidating statements are fairly stated in all material respects when considered in relation to the Consolidated financial statements of Sunrun. 2. The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under [his/her her] supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower Sunrun and its Subsidiaries during the accounting period covered by the attached such financial statements. 3. A review of the activities of the Borrower 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 Borrower other Loan Parties performed and observed all its Obligations their obligations under the Loan Documents, and [to the best knowledge of the undersigned undersigned, during such fiscal period, period each of the Borrower 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 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed 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. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: 1 Select appropriate representation. 2 Insert if assignment is to an Affiliated Lender (other than an Affiliated Debt Fund). 3 Insert if assignment is to an Affiliated Lender (other than an Affiliated Debt Fund). FORM OF LIQUIDITY CERTIFICATE39 Reference is hereby made to that certain Amended and Restated the Credit Agreement, dated as of September February 11, 2013 2019 (as the same may be amended, restated, extendedamended and restated, supplemented or otherwise modified in writing from time to timetime in accordance with its terms, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), by and among Tupperware Brands CorporationInvoice Cloud, Inc., a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V.as successor by merger on the Closing Date to Xxxxxxx Merger Sub, Inc., a private Delaware corporation (“Merger Sub”), Xxxxxxx Midco, LLC, a Delaware limited liability company organized under the laws of the Netherlands (the “Subsidiary BorrowerHoldings”), the Lenders 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 parties from time to time party thereto, and JPMorgan Chase Bank, N.A.. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Credit Agreement. This certificate is being delivered pursuant to Section 6.1(g) of the Credit Agreement. The Borrower hereby certifies that, as Administrative Agentof [____],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, Swingline Lender and Issuing Bankas reflected on the attached Schedule 1. The undersigned Responsible Officer hereby certifies 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 made and delivered as of the date hereof that he/she is first written above. 39 To be delivered within 30 days after the ____________________________________ end of each month, beginning with the Borrowermonth ending March 31, and that2019 through the month ending January 31, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 12022. 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 40 To be dated as of the above month end date. IN WITNESS WHEREOF, together with the report and opinion of an independent certified public accountant required undersigned has caused this certificate to be duly executed 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 its duly Authorized Officer as of the above datedate first set forth above. Such financial statements fairly present the financial conditionINVOICE CLOUD, results of operationsINC. By: Name: Title: The sum, shareholders' equity and cash flows without duplication, of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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:]following:

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by any Electronic System facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A.Xxxxxxx Xxxxx Bank USA, as Administrative Agent for the Lenders referred to below 0000 Xxxxxxxxxx Xxxxx Xxxxxx, Xxxxx 00000 Attention: Agency Operations Fax: (000) 000-0000 Email: xx-xxxxxx-Xxxxxxxxxxx@xx.xxx [·] [·], 20[·](14) Ladies and Gentlemen: Reference is hereby made to that certain Amended and Restated First Lien Credit Agreement, Agreement dated as of September 11May 14, 2013 2014 (as amended, restated, extendedamended and restated, supplemented or otherwise modified and in writing from time to timeeffect on the date hereof, the “First Lien Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands by and among, inter alios, Xxxxxxxx Intermediate, Inc., a Delaware corporation, as Holdings, Xxxxxxxx Corporation, a Delaware corporation (corporation, as the “Top Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under and the laws of the Netherlands (the “Subsidiary Borrower”)other Borrowers party thereto, the Lenders from time to time party thereto, Xxxxxxx Sachs Bank USA, in its capacities as the swingline lender and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender administrative agent and Issuing Bankcollateral 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 Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the 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 gives you notice pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) 2.03 of the First Lien Credit Agreement for that it requests the fiscal quarter of Borrowings under the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the First Lien Credit Agreement and has made, or has caused to be made under his/her supervisionon [·] [·], 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 fiscal 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 Documents20[·], and in that connection sets forth below the terms on which the Borrowings are requested to be made: (A) Borrower [to the best knowledge of the undersigned during such fiscal periodXxxxxxxx Parent, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to itInc.](15) [Xxxxxxxx Corporation](16) [Bluefin Tuna Merger Sub, and no Default has occurred and is continuing.] Inc.](17) [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:]iHealth Technologies, Inc.](18) [Bluefin Tuna Finance Sub 1, Inc.](19) [Xxxxxxxx International Holdings, Inc.](20) [Bluefin Tuna Finance Sub 2, Inc.](21) [Xxxxxxxx, LLC.](22)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A., As Administrative Agent Loan and Services Group, 0xx Xxxxx 000 Xxxxxx Xxxx Xxxxxx, XX0X 0XX Xxxxxx Xxxxxxx and The Lenders set forth on Schedule A hereto Ladies and Gentlemen: We have acted as special New York legal counsel to Xxxx Xxxxx Xxxxxx Corporation, a Delaware corporation (the “Corporation”), Acqui Polo C.V., a partnership organized under the laws of the Netherlands (“Acqui”), Xxxx Xxxxx Lauren Kabushiki Kaisha, a corporation organized under the laws of Japan (“PRLKK”), and Xxxx Xxxxx Xxxxxx Asia Pacific Limited, a corporation organized under the laws of Hong Kong (“PRLAPL”), and together with Acqui and PRLKK, the “Subsidiary Borrowers”) and the entities set forth on Schedule B hereto (the “Subsidiary Guarantors,” and together with the Corporation, the “U.S. Loan Parties”), in connection with the Credit Agreement, dated as of March 10, 2011, (the “Credit Agreement”) among the Corporation, the Subsidiary Borrowers, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent Ladies (the “Administrative Agent”), and Gentlemen: Reference is made to that certain Amended and Restated Credit the Guarantee Agreement, dated as of September 11March 10, 2013 2011 (as amendedthe “Guarantee Agreement”) executed by each of the Subsidiary Guarantors in favor of the Administrative Agent. This opinion is being delivered to you pursuant to Section 4.01(d) of the Credit Agreement. Capitalized terms used herein without definition shall have the meanings specified in the Credit Agreement. In connection with this opinion, restatedwe have examined and relied upon: (i) the Credit Agreement, extended, supplemented or otherwise modified in writing from time to timethe Guarantee Agreement and the exhibits and schedules thereto (collectively, the “Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporation, a Delaware corporation (the “BorrowerTransaction Agreements”), Tupperware International Holdings B.V.(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 private 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 organized 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 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 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 not any agreements or understandings, written or oral, between or among the U.S. Loan Parties, the Subsidiary Borrowers and the other parties to the Transaction Agreements or any waiver of a right or remedy or usage of trade or course of prior dealings among the parties that would define, alter, supplement or qualify the terms of the Transaction Agreements or the Scheduled Agreements (as hereinafter defined) to which any U.S. Loan Party or Subsidiary Borrower is a party. When, in this opinion, we have used the phrases “to our knowledge,” “known to us” or phrases of like import, such phrases refer only to the present actual knowledge (i.e., conscious awareness) of the attorneys who are presently with this firm and who our records indicate have devoted substantive attention to matters related to the Transaction Agreements. In addition, except as expressly set forth in this letter, we have not, in rendering our opinions in Paragraph 2(d) below, reviewed court or other public records, but rather have relied, solely as to the factual existence of any court orders, suits, actions, proceedings, litigation or investigations of the type referenced therein, on (i) certificates of officers of the U.S. Loan Parties and the Subsidiary Borrowers and (ii) the representations and warranties of the 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 Netherlands (State of such U.S. Loan Party’s incorporation or formation. Each U.S. Loan Party has the “Subsidiary Borrower”)corporate, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A.limited liability company or limited partnership, as Administrative Agentthe case may be, Swingline Lender power and Issuing Bank. The undersigned Responsible Officer hereby certifies authority to own its property and to conduct its business as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotesnow being conducted. 2. The undersigned has reviewed execution, delivery and is familiar with the terms performance by each U.S. Loan Party of the Transaction Agreements to which it is a 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 and has madeor the Certificate of Limited Partnership or the limited partnership agreement of such U.S. Loan Party, (c) will not violate any law, rule or regulation of the United States of America or the State of New York or the General Corporation Law of the State of Delaware, or has caused to be made under his/her supervision, a detailed review the Limited Liability Company Act of the transactions and condition (financial State of Delaware or otherwise) the Revised Uniform Limited Partnership Act of the Borrower during State of Delaware, (d) will not violate any judgment, order or decree of any court or governmental authority of the accounting period covered by United States of America or the attached financial statementsState 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. A review The execution, delivery and performance by each Subsidiary Borrower of the activities 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 Borrower during such fiscal period has been made under United States of America or the supervision State of New York or (b) 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 Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuingSchedule Agreements.] [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 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by any Electronic System facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A.Royal Bank of Canada, as Administrative Agent for the Lenders referred to below c/o RBC Agency Services Group 00 Xxxx Xxxxxx Xxxx 0xx Xxxxx, Xxxxx Tower Toronto, Ontario M5H 1C4 Attention: Manager, Agency Services Fax: (000) 000-0000 Email: xxxxx.xxxxxxx@xxxxx.xxx Telephone: (000) 000-0000 [·] [·], 20[·](12) Ladies and Gentlemen: Reference is hereby made to that certain Amended and Restated Second Lien Credit Agreement, Agreement dated as of September 11May 14, 2013 2014 (as amended, restated, extendedamended and restated, supplemented or otherwise modified and in writing from time to timeeffect on the date hereof, the “Second Lien Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands by and among, inter alios, Xxxxxxxx Intermediate, Inc., a Delaware corporation, as Holdings, Xxxxxxxx Corporation, a Delaware corporation (corporation, as the “Top Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under and the laws of the Netherlands (the “Subsidiary Borrower”)other Borrowers party thereto, the Lenders from time to time party theretothereto and Royal Bank of Canada, in its capacities as administrative agent and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bankcollateral agent for the Lenders. Terms defined in the Second Lien Credit Agreement are used herein with the same meanings unless otherwise defined herein. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the 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 gives you notice pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) 2.03 of the Second Lien Credit Agreement for that it requests the fiscal quarter of Borrowings under the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Second Lien Credit Agreement and has made, or has caused to be made under his/her supervisionon [·] [·], 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 fiscal 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 Documents20[·], and in that connection sets forth below the terms on which the Borrowings are requested to be made: (A) Borrower [to the best knowledge of the undersigned during such fiscal periodXxxxxxxx Parent, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to itInc.](13) [Xxxxxxxx Corporation](14) [Bluefin Tuna Merger Sub, and no Default has occurred and is continuing.] Inc.](15) [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:]iHealth Technologies, Inc.](16) [Bluefin Tuna Finance Sub 1, Inc.](17) [Xxxxxxxx International Holdings, Inc.](18) [Bluefin Tuna Finance Sub 2, Inc.](19) [Xxxxxxxx, LLC.](20)

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. The Borrower and the Guarantors are express third-party beneficiaries of this Assignment and Acceptance. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by any Electronic System email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, by and construed in accordance with, with the law of the State of New York. Financial Statement Date:3 EXHIBIT D to Credit Agreement FORM OF LOAN REQUEST Wilmington Trust, National Association as Administrative Agent [_____] Attention: [_____] Via facsimile: [_____] Via email: [_____] cc: Castlelake Lending Opportunities, To: JPMorgan Chase Bank, N.A.L.L.C., as Administrative Agent Facility Manager c/o Castlelake, L.P. 00 Xxxxx 0xx Xxxxxx Xxxxxxxxxxx, XX 00000 Attention: Legal Department/Notices Email: xxxxxxx@xxxxxxxxxx.xxx Re: Credit Agreement Ladies and Gentlemen: Reference is made We refer to that certain Amended and Restated the Credit Agreement, to be dated as of September 11on or about [__], 2013 2021 (as amended, restated, extendedamended and restated, supplemented supplemented, modified or otherwise modified in writing extended from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V.among, a private limited liability company organized under the laws of the Netherlands (the “Subsidiary inter alios, Sunseeker Florida, Inc., as Borrower”), Allegiant Travel Company, as Guarantor, its subsidiaries party thereto from time to time, the Lenders from time to time party thereto, and JPMorgan Chase BankWilmington Trust, N.A.National Association, as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer Capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement. We hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the 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 give you notice requesting a Loan pursuant to Section 404 2.02 of Xxxxxxxx-Xxxxxthe Credit Agreement, and in that connection we set forth below the required information relating to such Loan (the “Requested Loan”): (1) The aggregate principal amount of the Requested Loan is $[__]. 1. Attached hereto (2) The Business Day the Requested Loan shall be made is [__] (“Expected Funding Date”). (3) The Requested Loan shall be paid to the following account: [Account information to come.] Very truly yours, SUNSEEKER FLORIDA, INC., as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only By: Name: Title: EXHIBIT E to normal year-end audit adjustments and the absence of footnotes. 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 the Borrower during the accounting period covered by the attached financial statements. 3. A review of the activities of the Borrower during such fiscal 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 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:]FORM OF DISBURSEMENT 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 (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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System facsimile or other electronic 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. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A., N.A. as Administrative Agent 00 X. Xxxxxxxx, Floor L2S Chicago, IL 60603 Attention of Xxxxxxx X. Xxxxx Fax No.: (000) 000-0000 Email: xxxxxxx.xxxxx@xxxxx.xxx Ladies and Gentlemen: Reference is made to that certain Amended and Restated the Credit Agreement, Agreement dated as of September 11May 15, 2013 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands CorporationXxxxxxx Inc., a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary BorrowerCompany”), the Lenders from time to time Borrowing Subsidiaries party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender . Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. This notice constitutes a Borrowing Request and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is [Borrower specified below] [the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent Company on the behalf of the BorrowerBorrower specified below] hereby gives notice, 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) 2.03 of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial conditionCredit Agreement, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, that it requests 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 fiscal period has been made [Term Borrowing] [Revolving Borrowing] 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 DocumentsCredit Agreement, and in connection therewith specifies the following information with respect to such Borrowing: (A) Name of Borrower: (B) Class of Borrowing: [to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.Term Borrowing] [the following covenants or conditions have not been performed or observed Revolving Borrowing] (C) Currency and the following aggregate principal amount of Borrowing:1 [US$][specify Alternative Currency for Revolving Borrowings] (D) Date of Borrowing (which is a list of each such Default and its nature and status:]Business Day):

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement JPMorgan Chase Bank, N.A. 0000 Xxxxxx Xxxxxx, 10th Floor Houston, Texas, 77002 Attention: Loan and Agency Services, Xxxxxx Xxxxxxxx With a copy to: JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxxxxx Xxxxx Ladies and Gentlemen: The undersigned, Valero Energy Corporation (the “Borrower”), refers to the $3,000,000,000 5‑Year Amended and Restated Revolving Credit Agreement dated as of December 5, 2011 (as amended, 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 Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and an Issuing Bank, the Lenders and other Persons from time to time party thereto. The Borrower hereby notifies you, pursuant to Section 2.02 of the Credit Agreement, that it has arranged for the aggregate amount of the Commitments under the Credit Agreement to be increased by adding to the Credit Agreement the CI Lenders referenced below and/or by allowing one ore more existing Lenders to increase their respective Commitments. With respect thereto, the Borrower sets forth below the information relating to such proposed Commitment Increase as required by Section 2.02(b) of the Credit Agreement: (a) the effective date of such increase of aggregate amount of the Lenders' Commitments is ________________ (herein, the “Commitment Increase Effective Date”);1 (b) the amount of the requested increase of the Commitments is $ _________________; _____________ 1 The Commitment Increase Effective Date shall be no earlier than five Business Days after receipt by the Administrative Agent of this notice. (c) the CI Lenders that have agreed with the Borrower to provide their respective Commitments are __________________________ [INSERT NAMES OF THE CI LENDERS]; (d) the existing Lenders that have agreed with the Borrower to increase their respective Commitments are _____________________________ [INSERT NAMES OF THE LENDERS]; and (e) set forth on Annex I attached hereto is the amount of the respective Commitments of each Lender and each CI Lender, after giving effect to the aggregate Commitment increase hereunder, including the Commitments of all Reducing Percentage Lenders, all CI Lenders and all existing Lenders increasing their respective Commitments as of the Commitment Increase Effective Date. Delivery of an executed counterpart of this Notice of Commitment Increase by telecopier or facsimile shall be effective as delivery of an original executed counterpart of this Notice of Commitment Increase. Very truly yours, By:______________________________ Name: Title: On ________ 2, Toacknowledged by: JPMORGAN CHASE BANK, N.A., as Administrative Agent By:________________________ Name: Title: ___________________ 2 Insert date that Administrative Agent acknowledges receipt of this notice. [Insert revised schedule] JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 0000 Xxxxxx Xxxxxx, 10th Floor Houston, Texas, 77002 Attention: Loan and Agency Services, Xxxxxx Xxxxxxxx With a copy to: JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxxxxx Xxxxx [Date] Reference: Valero Energy Corporation Ladies and Gentlemen: Reference is made The undersigned, VALERO ENERGY CORPORATION, refers to that certain the $3,000,000,000 5-Year Amended and Restated Revolving Credit Agreement, Agreement dated as of September 11December 5, 2013 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized ,” with terms defined therein and not otherwise defined herein being used herein as therein defined), among Tupperware Brands Corporationthe undersigned, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and an Issuing Bank, the Lenders and other Persons from time to time party thereto, and the undersigned hereby gives you notice, irrevocably, pursuant to Section 2.05 of the Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and with respect thereto sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.05 of the Credit Agreement: (i) The aggregate amount of the Proposed Borrowing is $ __________. (ii) The Business Day of the Proposed Borrowing is ____________. (iii) The Type of the Proposed Borrowing is [an ABR Borrowing] [a Eurodollar Borrowing]. (iv) The Interest Period for each Eurodollar Borrowing made as part of the Proposed Borrowing is [__________ month[s]]. (v) The Borrower's transit routing and bank account for loan funding is ___________________________________________. Very truly yours, VALERO ENERGY CORPORATION By: _______________________________ Name: Title: $________ New York, New York FOR VALUE RECEIVED, the undersigned, VALERO ENERGY CORPORATION, a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to the order of ______________________ (the “Lender”) at the office of JPMorgan Chase Bank, N.A., located at 0000 Xxxxxx Xxxxxx, 10th Floor, Houston, Texas 77002, in lawful money of the United States of America and in same day funds, on the Initial Maturity Date (or such later Maturity Date as the Lender has consented to in writing) the principal amount of (a) ____________ DOLLARS ($ __________), or, if less, (b) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Credit Agreement, as hereinafter defined. The undersigned Responsible Officer hereby certifies Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in the Credit Agreement. The holder of this Note is authorized to, and prior to any transfer hereof shall, endorse on the schedules attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of a Eurodollar Loan, the length of each Interest Period with respect thereto. The failure to make any such endorsement shall not affect the obligations of the Borrower in respect of such Loan. This Note (a) is one of the Notes referred to in the $3,000,000,000 5-Year Amended and Restated Revolving Credit Agreement, dated as of December 5, 2011 (as amended, supplemented or otherwise modified from time to time, the date hereof that he/she “Credit Agreement”), among Valero Energy Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and an Issuing Bank, the Lenders and other Persons from time to time party thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. Reference is made to the Credit Agreement for provisions for the acceleration of the maturity hereof. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest, notice of intent to accelerate, notice of acceleration and all other notices of any kind except those expressly required under the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. VALERO ENERGY CORPORATION By: _____________________________________ Name: Title: To the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, N.A., as Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: I am Senior Vice President - Corporate Law and Secretary of Valero Energy Corporation, a Delaware corporation (the “Borrower”) and have acted as counsel for Borrower in connection with the $3,000,000,000 5-Year Amended and Restated Revolving Credit Agreement dated as of December 5, 2011 (the “Credit Agreement”), among the Borrower, the banks and thatother financial institutions identified therein as Lenders, JPMorgan Chase Bank, N.A., as suchAdministrative Agent, he/she is authorized and the other agents party thereto. Terms defined in the Credit Agreement are used herein with the same meanings. I, or individuals under my direction, have examined originals or copies, certified or otherwise identified to execute my satisfaction, of such documents, corporate records, certificates of public officials and deliver other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this Certificate opinion. As to matters of fact material to this opinion, I have relied on certificates of public officials and certificates of officers of the Administrative Agent on Borrower and I have made such inquiry of officers of the behalf Borrower as I have deemed necessary or appropriate in connection with the matters set forth in this opinion. As a basis for this opinion, I have assumed that (i) each of the Loan Documents and all other documents and certificates examined by me have been duly authorized, executed and delivered by each party thereto, other than the Borrower, (ii) all signatures other than those of the Borrower are authentic, all documents submitted to me as originals are authentic, and all documents submitted to me as certified or photostatic copies conform to authentic or original documents, (iii) each party to the Loan Documents, other than the Borrower, has been duly formed, and is validly existing and in good standing under the laws of the jurisdiction in which it is formed, (iv) each party to the Loan Documents, other than the Borrower, has all requisite power and authority to enter into and perform each of the Loan Documents to which it is a party and (v) each such document is or evidences the legal, valid and binding obligation of such parties thereto (other than the Borrower). Upon the basis of the foregoing, I am of the opinion 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 Each of the Borrower and its Material Subsidiaries (a) is a corporation, limited liability company or partnership duly organized or formed, as applicable, validly existing and in accordance with GAAP good standing under the laws of the jurisdiction in which it was organized or formed, as at applicable, (b) has all corporate, limited liability company or partnership, as applicable, power and authority to carry on its business as now conducted and (c) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotesqualification is required. 2. The undersigned has reviewed Transactions are within the Borrower's corporate powers and is familiar with have been duly authorized by all necessary corporate and, if required, stockholder action. The Loan Documents have been duly executed and delivered by the terms Borrower and constitute legal, valid and binding obligations of the Agreement Borrower, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting creditors' rights generally, general principles of equity, regardless of whether considered in a proceeding in equity or at law, and has made, or has caused to be made under his/her supervision, a detailed review an implied covenant of the transactions good faith and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statementsfair dealing. 3. A review In any action or proceeding arising out of or relating to the Credit Agreement in any court of the activities State of Texas or in any federal court sitting in the State of Texas, such court would recognize and give effect to the provisions of Section 9.09(a) of the Borrower during such fiscal period has been made under Credit Agreement wherein the supervision parties thereto agree that the Credit Agreement shall be governed by the laws 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 State of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuingNew York.] [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 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by any Electronic System facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in this letter agreement shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 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. Financial Statement Date:_____________, To: JPMorgan Chase BankBank of America, N.A., as Administrative Agent for the Lenders referred to below [Bank of America, N.A. Agency Management 000 X Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Charlotte, NC 28255-0001 Attention: Xxxx X. Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Electronic Mail: xxxx.x.xxxxxxx@xxxx.xxx] [●] [●], 20[●]28 Ladies and Gentlemen: Reference is hereby made to that certain Amended and Restated Credit Agreement, Agreement dated as of September 11March 16, 2013 2023 (as amended, restated, extendedamended and restated, supplemented or otherwise modified in writing from time to timetime and in effect on the date hereof, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware by and among, inter alios, Topgolf Callaway Brands CorporationCorp., a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”)corporation, the Lenders from time to time party thereto, thereto and JPMorgan Chase BankBank of America, N.A., as Administrative Agent, Swingline Lender administrative agent and Issuing Bankcollateral agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings unless otherwise defined herein. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the 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 gives you notice pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) 2.03 of the Credit Agreement for that it requests the fiscal quarter of Borrowings under the Borrower ended as of the above date. Such financial statements fairly present the financial conditionCredit Agreement, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with that connection sets forth below the terms of on which the Agreement and has made, or has caused Borrowings are requested to 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 fiscal 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 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:]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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Approved Electronic System Platform shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A., as Administrative Agent 00 X. Xxxxxxxx St., 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 that certain Amended and Restated the Credit Agreement, Agreement dated as of September 11August 2, 2013 2022 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands CorporationSJW Group, a Delaware corporation (the “Borrower”)corporation, Tupperware International Holdings B.V.San Xxxx Water Company, a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”)California corporation, the Lenders SJWTX, Inc., a Texas corporation, Connecticut Water Service, Inc., a Connecticut corporation, each lender from time to time party thereto, thereto and JPMorgan Chase Bank, N.A., N.A. as Administrative Agent. Unless otherwise defined herein, Swingline Lender terms defined in the Credit Agreement and Issuing Bankused herein shall have the meanings given to them in the Credit Agreement. The This notice constitutes a Borrowing Request and the undersigned Responsible Officer Borrower hereby certifies as gives you notice, pursuant to Section 2.03 of the date hereof Credit Agreement, that he/she is it requests a Borrowing under the ____________________________________ of the BorrowerCredit Agreement, and that, as such, he/she is authorized in that connection the undersigned Borrower specifies the following information with respect to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and thatsuch Borrowing: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by (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 5.01(a2.02(c) 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. 2Credit Agreement. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement 8 Specify ABR Borrowing or Term Benchmark Borrowing. If no election as to the Borrower's internal controls to Type of Borrowing is specified, then the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxxrequested Borrowing shall be an ABR Borrowing. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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 permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A., ANNEX I TO EXHIBIT A-2 Bank of Montreal as Administrative Agent for the Lenders referred to below Bank of Montreal as Swingline Lender1 Ladies and Gentlemen: Reference is hereby made to that certain Amended and Restated Credit Agreement, dated as of September 11June [18], 2013 2021 (as amended, restated, extendedamended and restated, supplemented or otherwise modified and in writing from time to timeeffect on the date hereof, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporationby and among, inter alios, Nuvei Technologies Corp. (f/k/a Pivotal Payments Direct Corp.), a corporation constituted in accordance with the laws of Canada (“Canadian Borrower”), Pivotal Refi LP, a Delaware limited partnership (“Refi LP”), Nuvei Technologies Inc. (f/k/a Pivotal Payments Inc.), a Delaware corporation (“NTI” and together with the Refi LP, collectively, the “U.S. Borrowers”; U.S. Borrowers, together with Canadian Borrower, the “Borrowers”), Tupperware International Canadian Borrower, as the Borrower Representative, Nuvei Corporation (as successor by amalgamation of Pivotal Holdings B.V.Corporation), a private limited liability company organized under corporation constituted in accordance with the laws of the Netherlands Canada (the “Subsidiary BorrowerHoldings”), the Lenders from time to time party theretothereto and Bank of Montreal, in its capacities as administrative agent and JPMorgan Chase Bankcollateral agent for the Secured Parties (in such capacities, N.A., as the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meanings unless otherwise defined herein. 1 Include if Borrowing Request is to be delivered in connection with the borrowing of a Swingline Loan. (i) three Business Days prior to the requested day of any Borrowing of Adjusted Eurocurrency Rate Loans or BA Rate Loans (or one Business Day in the case of any Borrowing of Adjusted Eurocurrency Rate Loans or BA Rate Loans to be made on the Restatement Date) and (ii) on the requested date of any Borrowing of ABR Loans or Canadian Prime Rate Loans (other than Swingline Loans) (or, in each case, such later time as is acceptable to the Administrative Agent); provided, however, that if the Borrower Representative wishes to request Adjusted Eurocurrency Rate Loans or BA 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 Representative must be received by the Administrative Agent not later than 12:00 p.m. five Business Days prior to the requested date of such Borrowing (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) the Administrative Agent shall promptly notify the Borrower Representative whether or not the requested Interest Period is available to the appropriate Lenders. With respect to Swingline Loans, the Swingline Lender and Issuing Bankthe Administrative Agent must be notified in writing by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) not later than 12:00 p.m. on the day of the proposed Swingline Loan. The undersigned, as the Borrower Representative, hereby gives you notice pursuant to Section [2.03] [2.04] of the Credit Agreement that it requests, on behalf of the Borrowers, 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) Date of Borrowing (which shall be a Business Day) [•] (B) Borrower [•] (C) Aggregate Amount of Borrowing3 $ [•] (D) Type of Borrowing4 [•] (E) Class of Borrowing [•] (F) Interest Period5 (in the case of an Adjusted Eurocurrency Rate Borrowing or BA Borrowing, as applicable) [•] (G) Amount, Account Number and Location Amount $ [•] Bank [•] ABA No.: [•] Account No.: [•] Account Name: [•] [The undersigned Responsible Officer hereby certifies that the following statements are true on the date hereof, and will be true on the date of the 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 hereof that he/she is the ____________________________________ of the Borrower, Borrowing with the same effect as though such representations and that, as such, he/she is authorized to execute warranties had been made on 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 date 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 Borrowing; provided that to the extent required pursuant that any representation and warranty specifically refers 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 an earlier date or a given period, it is true and correct in all material respects as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such earlier date and or for such period; provided, subject only further, that, any representation and warranty that is qualified as to normal year-end audit adjustments “materiality,” “Material Adverse Effect” or similar language shall be true and the absence of footnotescorrect (after giving effect to any qualification therein) in all respects on such respective dates or for such periods. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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 Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________Each party hereto acknowledges and agrees that the Administrative Agent shall not be liable for any losses, Todamages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with Section 9.04(k)(iv) or any purported assignment exceeding the Affiliated Lender Cap (it being understood and agreed that the Affiliated Lender Cap is intended to apply to any Loans made available to Affiliated Lenders by means other than formal assignment (e.g., as a result of an acquisition of another Lender (other than any Debt Fund Affiliate) by any Affiliated Lender or the provision of Incremental Term Loans by any Affiliated Lender); provided, further, that to the extent that any assignment to any Affiliated Lender would result in the aggregate principal amount of all Term Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap (after giving effect to any substantially simultaneous cancellations thereof), the assignment of the relevant excess amount shall be null and void. JPMorgan Chase Bank, N.A. 0000 Xxxxxxxx Xxxxxxx Xx, Floor 02 Newark, DE, 19713-3159 United States ATTN: Xxxxxxxxx Xxxx and Xxxxxx Xxxxxx Ladies and Gentlemen: The undersigned, Dayforce, Inc., as Borrower refers to the Credit Agreement dated as of February 29, 2024 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made Collateral Agent (such terms and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement). The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that certain Amended and Restated it requests a Borrowing under the Credit Agreement, dated as of September 11, 2013 (as amended, restated, extended, supplemented or otherwise modified and in writing from time to time, the “Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together connection with the report and opinion of an independent certified public accountant required by such section. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with borrowing sets forth below the terms of on which the Agreement and has made, or has caused Borrowing is requested to 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 fiscal 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 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:]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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A.Cortland Capital Market Services LLC, as Administrative Agent 000 X. Xxxxxxxxxx St., 9th Floor Chicago, Illinois 60606 Attention: Legal Department and Xxxxxxx Real (Telecopy: (000) 000-0000) (Email: xxxxx@xxxxxxxxxxxxxx.xxx and XXXXxxxxx@xxxxxxxxxxxxxx.xxx) Ladies and Gentlemen: Reference is made to that certain Amended and Restated the Second Lien Term Loan Credit Agreement, Agreement dated as of September 11March 15, 2013 2019 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”)HORIZON GLOBAL CORPORATION, the Lenders lenders from time to time party thereto, thereto and JPMorgan Chase Bank, N.A.CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. This notice constitutes a Borrowing Request and the Borrower hereby gives you notice, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as pursuant to Section 2.03 of the date hereof Credit Agreement, that he/she it requests a Borrowing under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to such Borrowing: (A) Aggregate principal amount of Borrowing: $ (B) Date of Borrowing (which is a Business Day): (C) Interest Period and the ____________________________________ last day thereof:14 (D) Location and number of the Borrower, and that, as such, he/she is authorized ’s account to execute and deliver this Certificate to the Administrative Agent on the behalf which proceeds of the Borrower, and that: 1. Attached hereto as Schedule 1 requested Borrowing are to be disbursed: [NAME OF BANK] (Account No.: ) The Borrower hereby certifies that the year-end audited financial statements required by conditions specified in Section 5.01(a) 4.01 of the Credit 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 sectionhave been satisfied. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy or other electronic transmission (including in .pdf 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. Financial Statement Date:_____________The Administrative Agent shall be entitled to rely, To: JPMorgan Chase Bankwithout independent investigation, N.A.upon the representations by the Assignor and Assignee contained in this Assignment and Assumption and shall not incur any liability for relying upon such representations. Wilmington Trust, National Association as Administrative Agent for the Lenders referred to below Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxxxx X. Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: XXXxxxxxxx@XxxxxxxxxxXxxxx.xxx Re: SolarWinds Holdings, Inc. [Date] Ladies and Gentlemen: Reference is made to that certain Amended and Restated the Second Lien Credit Agreement, dated as of September 11March 15, 2013 2018 (as amended, restated, amended and restated, refinanced, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands CorporationSolarWinds Intermediate Holdings I, Inc., a Delaware corporation (the “Holdings”), SolarWinds Holdings, Inc., a Delaware corporation (“Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”)Guarantors, the Lenders party thereto from time to time party theretoand Wilmington Trust, and JPMorgan Chase Bank, N.A.National Association, as Administrative Agent and Collateral Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer Borrower hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the 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 gives you notice pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) 2.03 of the Credit Agreement for that it requests a Borrowing under the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial conditionCredit Agreement, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries that in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with connection therewith sets forth below the terms of the Agreement and has made, or has caused on which such Borrowing is requested to be made under his/her supervision, a detailed review made: (A) Class of the transactions and condition Borrowing: Term Borrowing (financial or otherwiseB) Principal amount of the Borrower during the accounting period covered by the attached financial statements.Borrowing:9 3. A review (C) Date of the activities of the Borrower during such fiscal 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 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 Borrowing (which is a list of each such Default and its nature and status:]Business Day):

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkIllinois. The undersigned hereby certifies that he is the Chief Financial Statement Officer of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Borrower Representative”), and that as such he is authorized to execute this certificate on behalf of the Borrowers pursuant to the Second Amended and Restated Credit Agreement (the “Agreement”) dated as of February 10, 2009, by and among ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC., a Delaware corporation, ALLSCRIPTS, LLC, a Delaware limited liability company, A4 HEALTH SYSTEMS, INC., a North Carolina corporation, A4 REALTY, LLC, a North Carolina limited liability company, EXTENDED CARE INFORMATION NETWORK, INC., a Delaware corporation, MISYS HEALTHCARE SYSTEMS, LLC, a North Carolina limited liability company, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent, and the Lenders therein named; and that a review has been made under his supervision with a view to determining whether the Loan Parties have fulfilled all of their respective obligations under the Agreement, the Notes and the other Loan Documents; and further certifies, represents and warrants that to his or her knowledge (each capitalized term used herein having the same meaning given to it in the Agreement unless otherwise specified): (a) The financial statements delivered to the Administrative Agent concurrently with this Compliance Certificate have been prepared in accordance with GAAP consistently followed throughout the period indicated and fairly present in all material respects the financial condition and results of operations of the applicable Persons as at the end of, and for, the period indicated (subject, in the case of quarterly financial statements, to normal changes resulting from year-end adjustments and the absence of certain footnotes). (b) No Default or Event of Default has occurred and is continuing. In this regard, the compliance with the provisions of Sections 5.12 as of the effective date of the financial statements delivered to the Administrative Agent concurrently with this Compliance Certificate, as reasonably detailed on the attached calculations, is as follows: (i) Section 5.12(a) – Total Leverage Ratio to 1.00 Not greater than to 1.00 (ii) Section 5.12(b) – Interest Coverage Ratio to 1.00 Not less than 4.00 to 1.00 (c) No change in GAAP or in the application thereof has occurred since the Effective Date [or, if such change has occurred, describing such change and specifying the effect of such change on the financial statements accompanying this certificate]. DATED as of , 20 . By: Name: Title: [$ ] [Date:_____________] Chicago, To: Illinois FOR VALUE RECEIVED, Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation, Allscripts LLC, a Delaware limited liability company, A4 Health Systems, Inc., a North Carolina corporation, A4 Realty, LLC, a North Carolina limited liability company, Extended Care Information Network, Inc., a Delaware corporation, and Misys Healthcare Systems, LLC, a North Carolina limited liability company (together with permitted successors, herein collectively called “Makers”), jointly and severally promise to pay to the order of (“Payee”), at the office of JPMorgan Chase Bank, N.A., as Administrative Agent Ladies Agent, in Chicago, Illinois, in immediately available funds and Gentlemen: Reference in lawful money of the United States of America, the principal sum of and No/100 Dollars ($ ) (or the unpaid balance of all principal advanced against this note, if that amount is made less), together with interest on the unpaid principal balance of this note from time to time outstanding at the rate or rates provided in that certain Second Amended and Restated Credit Agreement, Agreement dated as of September 11February 10, 2013 2009 (as amended, restatedsupplemented, extended, supplemented restated or otherwise modified in writing replaced from time to time, the “Credit Agreement”; ) among Makers, certain Lenders (including the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, Payee) and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender . Any term defined in the Credit Agreement which is used in this note and Issuing Bank. The undersigned Responsible Officer hereby certifies as of which is not otherwise defined in this note shall have the date hereof that he/she is meaning ascribed to it in the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the 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 sectionCredit Agreement. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: 20 Reference is made to that certain Amended and Restated Credit Agreement, dated as of September 11February 20, 2013 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands CorporationCONSTELLIUM MUSCLE SHOALS LLC, a Delaware corporation limited liability company (the “BorrowerMuscle Shoals”), Tupperware International Holdings B.V.CONSTELLIUM BOWLING GREEN LLC, a private Delaware limited liability company organized under the laws of the Netherlands (the “Subsidiary BorrowerBowling Green”), CONSTELLIUM ROLLED PRODUCTS RAVENSWOOD, LLC, a Delaware limited liability company (“Ravenswood”, and together with Muscle Shoals and Bowling Green, each a “Borrower” and collectively, the Lenders “Borrowers”), CONSTELLIUM HOLDINGS MUSCLE SHOALS LLC, a Delaware limited liability company, CONSTELLIUM US HOLDINGS I, LLC, a Delaware limited liability company, CONSTELLIUM PROPERTY AND EQUIPMENT COMPANY, LLC, a Delaware limited liability company, CONSTELLIUM INTERNATIONAL S.A.S., a simplified joint-stock company (société par actions simplifiée) incorporated under French law, having its registered address at 00-00 xxx Xxxxxxxxxx, 00000 Xxxxx, Xxxxxx, registered with the Trade and Companies Registry of Paris under number 832 509 418, the LENDERS party thereto from time to time party theretotime, and JPMorgan Chase BankXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as administrative agent and collateral agent (in such capacities, the “Administrative Agent”) for the Lenders. This Certificate is furnished to the Administrative Agent pursuant to Section 5.02(e) of the Credit Agreement. Unless otherwise defined herein, Swingline Lender terms defined in the Credit Agreement and Issuing Bankused herein shall have the meanings given to them in the Credit Agreement. The undersigned Responsible Each of the undersigned, being the Chief Financial Officer hereby certifies or Treasurer, as applicable, of each Borrower, in that capacity only and not in any individual capacity (and without personal liability), DOES HEREBY CERTIFY on behalf of such Borrower that as of the date hereof that he/she is hereof, after giving effect to the ____________________________________ Transactions on the Closing Date (including the execution and delivery of the BorrowerCredit Agreement, the making of Loans and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent use of proceeds of such Loans on the behalf of the Borrower, and that:date hereof): 1. Attached hereto as Schedule 1 are 1. the year-end audited financial statements required by Section 5.01(a) fair value of the Agreement for assets of each Borrower (individually) and the fiscal year Holdcos, the Borrowers and their respective Subsidiaries, on a consolidated basis, at a fair valuation, exceeds the debts and liabilities, direct, subordinated, unmatured, unliquidated, contingent or otherwise, of such Borrower (individually) and the Borrower ended as of Holdcos, the above dateBorrowers and their respective Subsidiaries, together with the report and opinion of an independent certified public accountant required by such section.on a consolidated basis, respectively; 2. Attached hereto as Schedule 2 is 2. the attestation report required by Section 5.01(a) present fair saleable value of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 property of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(beach Borrower (individually) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence Holdcos, the Borrowers and their respective Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability of footnotes. 2. The undersigned has reviewed such Borrower (individually) and is familiar with the terms of Holdcos, the Agreement Borrowers and has madetheir respective Subsidiaries, or has caused to be made under his/her supervisionon a consolidated basis, a detailed review of the transactions respectively, on their debts and condition (financial other liabilities, direct, subordinated, unmatured, unliquidated, contingent or otherwise) of the Borrower during the accounting period covered by the attached financial statements., as such debts and other liabilities become absolute and matured; 3. A review of 3. each Borrower (individually) and the activities of the Borrower during such fiscal 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 periodHoldcos, the Borrowers and their respective Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and 4. 4. each 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 (individually) and the Holdcos, the Borrowers and their respective Subsidiaries, on a consolidated basis, do not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following is a list of each such Default and its nature and status:]the Closing Date.

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________FOUR YEAR SUBSIDIARY GUARANTEE AGREEMENT dated as of July 29, To: JPMorgan Chase Bank2011, among each of the Subsidiaries of XXXXXXX LIFESCIENCES CORPORATION, a Delaware corporation (the “Company”), listed on Schedule I hereto or becoming a party hereto as provided in Section 15 (the “Subsidiary Guarantors”), and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent Ladies and Gentlemen: Agent”) for the Lenders (as defined in the Credit Agreement referred to below). Reference is made to that certain Amended and Restated the Four Year Credit Agreement, Agreement dated as of September 11July 29, 2013 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”)Company, the Lenders other Borrowers party thereto, the lenders from time to time party theretothereto (the “Lenders”), and JPMorgan Chase BankBank of America, N.A., as Administrative Agent, Swingline Swing Line Lender and Issuing Bank, JPMorgan Chase Bank, N.A. and Xxxxx Fargo Bank, National Association, as Co-Syndication Agents and U.S. Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Deutsche Bank AG New York Branch and Mizuho Corporate Bank, Ltd., as Co-Documentation Agents. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned Responsible Officer hereby certifies as Lenders have agreed to make Loans to the Borrowers and the Issuing Bank has agreed to issue Letters of Credit, in each case pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each of the date hereof Subsidiary Guarantors acknowledges that he/she is it will derive substantial benefit from the ____________________________________ making of the BorrowerLoans by the Lenders and the issuance of such Letters of Credit. The obligations of the Lenders to make Loans and the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and thatdelivery by the Subsidiary Guarantors of this Subsidiary Guarantee Agreement. In order to induce the Lenders to make Loans and induce the Issuing Bank to issue Letters of Credit, as such, he/she is authorized the Subsidiary Guarantors are willing to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1Agreement. 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 accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 periodAccordingly, the 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:]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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________To each of the Lenders parties to the Credit Agreement referred to below, To: JPMorgan Chase Bankto Citibank, N.A., as Administrative Agent Agent, and to the LC Issuing Banks Ladies and Gentlemen: Reference is made I have acted as counsel to that certain Amended and Restated Credit Agreement, dated as of September 11, 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 Tupperware Brands Entergy Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V.in connection with the preparation, a private limited liability company organized under the laws execution and delivery of the Netherlands (Amended and Restated Credit Agreement, dated as of August 14, 2015, by and among the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase BankLC Issuing Banks parties thereto and Citibank, N.A., as Administrative Agent, Swingline Lender amending and Issuing Bankrestating the Credit Agreement dated as of March 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 so amended and restated, the “Credit Agreement”). The undersigned Responsible Officer hereby certifies This opinion is furnished to you at the request of the Borrower pursuant to Section 3.01(a)(v) of the Credit Agreement. 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 Credit Agreement, executed by the Borrower; (ii) Copies of executed promissory notes, each dated as of the date hereof that he/she is hereof, payable to each of (A) 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 ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate Borrower pursuant to the Administrative Agent on Credit Agreement (collectively, the behalf “Notes”); (iii) The Certificate 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 Incorporation 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.“Charter”); 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a(iv) 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 The Bylaws of the Borrower ended as (the “Bylaws”); (v) A certificate of the above date. Such financial statements fairly present Secretary of State of the financial conditionState of Delaware, results of operationsdated August 4, shareholders' equity 2015, attesting to the continued corporate existence and cash flows good standing of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.that State; 2. The undersigned has reviewed and is familiar with the terms (vi) A certificate of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review Secretary of State of the transactions and condition (financial or otherwise) State of Louisiana, dated August 4, 2015, attesting that the Borrower during the accounting period covered by the attached financial statements. 3. A review of the activities of the Borrower during such fiscal 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 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:]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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment 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. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A., as the Administrative Agent for the Lenders party to the Credit Agreement referred to below 00 Xxxxx Xxxxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000-0000 Attention: JPMorgan Loan Services (Telecopy No.: (000) 000-0000; Email: xxx.xxxxxx.xxxxxxxxx.xxx@xxxxxxxx.xxx) Ladies and Gentlemen: Reference is made The undersigned, Pinterest, Inc. (the “Borrower”), refers to that certain Amended the Revolving Credit and Restated Credit Guaranty Agreement, dated as of September 11November 15, 2013 2018 (as it may be amended, restated, extendedamended and restated, modified, extended and/or supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined), among Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto (each, a “Lender” and collectively, the “Lenders”) and the Issuing Banks from time to time party thereto, and JPMorgan Chase Bank, N.A.you, as the Administrative Agent for the Lenders, Collateral Agent, Swingline Lender Issuing Bank and Issuing Bank. Swing Line Lender, 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 undersigned Responsible Officer hereby certifies as Business Day of the Proposed Borrowing is 20 .1 (ii) The Proposed Borrowing is [to consist of Revolving Loan][a Swing Line Loan]. (iii) The aggregate principal amount of the Proposed Borrowing is [ ]2. (iv) The Proposed Borrowing is to consist of [ABR Loans] [Eurodollar Loans]. (v) The initial Interest Period for the Proposed Borrowing is [one week][one/two/three/six/twelve months].]3 1 Shall be a Business Day (a) 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 that he/she is and (b) the ____________________________________ date of the Borrowerproposed Borrowing in the case of Swing Line Loans, provided that any such notice shall be deemed to have been given on a certain day only if given not later than 1:00 p.m. (New York City time) in the case of ABR Loans and thatnot later than 12:00 p.m. (New York City time) in the case of Eurodollar Loans and Swing Line Loans, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1such day. 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 accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused amount to 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 statementsstated dollars. 3. A review of the activities of the Borrower during such fiscal 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 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 (and by different parties hereto on different counterparts), which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. Financial Statement DateXxxxx Fargo Bank, National Association as Administrative Agent under the Credit Agreement referred to below 0000 X XX Xxxxxx Blvd Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Re: MPLX LP (the “Borrower”) Reference is made to the Credit Agreement, dated as of November 20, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto and Xxxxx Fargo Bank, National Association, 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 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 __________, 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, 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 Tupperware Brands Corporation, a Delaware corporation 20__ (the “Borrower”), Tupperware International Holdings B.V., Funding Date”);2 (c) the Proposed Borrowing is [a private limited liability company organized under Term Loan][a Revolving Credit] Borrowing; (d) the laws 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 Netherlands (the “Subsidiary Borrower”), the Lenders from time Proposed Borrowing are to time party thereto, be disbursed to [Account Name and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _Number].3 ___________________________________ 1 For any Eurodollar Borrowing, such Proposed Borrowing shall be in an aggregate amount that is an integral multiple of the Borrower$500,000 and not less than $5,000,000. For an ABR Borrowing, such Proposed Borrowing shall be in an aggregate amount that is an integral multiple of $250,000 and thatnot less than $1,000,000, except as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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:]permitted by

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. Financial Statement DateAlter Domus (US) LLC 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606 USA Attention of Legal Department and Xxxx Xxxxxx Ladies and Gentlemen: Reference is made to the Term Loan Credit Agreement dated as of December 3, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Tupperware Brands Corporation (the “Borrower”), the Lenders party thereto and Alter Domus (US) LLC, as Administrative Agent. Capitalized terms used herein, but not otherwise defined herein, are used as defined in the Credit Agreement. The Borrower hereby gives notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement that the Borrower hereby requests a Loan (the “Proposed Borrowing”) and, in that connection, sets forth below the information relating to the Proposed Borrowing as required by Section 2.03 of the Credit Agreement: (a) Aggregate Principal Amount of the Proposed Borrowing: $ _____________, 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, 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 Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws b) Date of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _______________________Proposed Borrowing: _____________ ____, 20__ (the “Funding Date”);1 (c) Type of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf Proposed Borrowing: [an ABR Borrowing] [a Eurocurrency Borrowing] (d) [Initial Interest Period 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 accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 Proposed Borrowing: [to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.[one] [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:]two] [three] [six] month[s]];]2 [;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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. 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, 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 Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ 13 Administrative Agent should consider whether this method conforms to its systems. In some circumstances, the following alternative language may be appropriate: “From and after the Effective Date, Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.” XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent Houston Energy Group 0000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx XXX X0000-000 Xxxxxxx, XX 00000 Attention: ______________ Ladies and Gentlemen: The undersigned, Western Midstream Operating, LP (f/k/a Western Gas Partners, LP), refers to the Third Amended and Restated Revolving Credit Agreement dated as of February 15, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”, with capitalized terms defined in the Credit Agreement and not otherwise defined herein being used herein as therein defined) among Western Midstream Operating, LP (f/k/a Western Gas Partners, LP), as the Borrower, and thatXxxxx Fargo Bank, National Association, as suchAdministrative Agent, he/she and the Lenders and other Agents party thereto, and hereby give you notice, irrevocably, pursuant to Section 2.09(a) of the Credit Agreement that the undersigned hereby requests that the aggregate amount of the Commitments be increased and the CI Lenders agree to provide the aggregate amount of the requested Commitment Increase, and in that connection sets forth below the information relating to such proposed Commitment Increase as required by Section 2.09(a) of the Credit Agreement: (a) the effective date of such increase of the aggregate amount of the Commitments is authorized [___], 20[___]; (b) the amount of the requested increase of the aggregate Commitments is $[$10,000,000 minimum unless otherwise agreed to execute and deliver this Certificate to by 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 in its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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:]sole discretion];

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed byTHIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Credit Suisse AG, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A.Cayman Islands Branch, as Administrative Agent for the Lenders referred to below, Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention of [ ] Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit AgreementThe undersigned, dated as of September 11Dynegy Midwest Generation, 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 Tupperware Brands CorporationLLC, a Delaware corporation limited liability company (the “Borrower”), Tupperware International Holdings B.V.refers to that certain Credit Agreement, dated as of August 5, 2011, among the Borrower, DYNEGY COAL INVESTMENTS HOLDINGS, LLC, a private Delaware limited liability company organized under the laws of the Netherlands (the “Subsidiary BorrowerIntermediate Holdings”), the Lenders lenders from time to time party thereto (the “Lenders”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and JPMorgan Chase Bankas collateral trustee (in such capacity, N.A.including any successor thereto, the “Collateral Trustee”) for the Lenders, CREDIT SUISSE SECURITIES (USA) LLC and XXXXXXX XXXXX LENDING PARTNERS LLC, as Administrative AgentJoint Bookrunners and Joint Lead Arrangers (collectively, Swingline Lender the “Joint Lead Arrangers”) and Issuing BankCREDIT SUISSE SECURITIES (USA) LLC and XXXXXXX SACHS LENDING PARTNERS, LLC, as Joint Syndication Agents and Co-Documentation Agents. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned Responsible Officer Borrower hereby certifies as gives you notice pursuant to Section 2.03 of the date hereof Credit Agreement that he/she it requests a Borrowing under the Credit Agreement, and in connection therewith sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) (B) Principal Amount of Borrowing (C) Type of Borrowing1 (D) Interest Period and the ____________________________________ of last day 1 Specify Eurodollar Borrowing or ABR Borrowing. If no election is specified, the Borrowing shall be an ABR Borrowing. thereof2 (E) Funds are requested to be disbursed to the Borrower, ’s account with (Account No. ). The Borrower hereby represents and that, as such, he/she is authorized to execute and deliver this Certificate warrants to the Administrative Agent and the Lenders that, on the behalf date of this Borrowing Request and on the date of the Borrowerrelated Borrowing, the conditions to lending specified in paragraphs (y) and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a(z) of Article IV of the Credit Agreement have been satisfied. (Signature page follows) 2 Applicable only for Eurodollar Borrowings and shall be subject to the definition of “Interest Period” and Section 2.02 of the Credit Agreement and end not later than the Maturity Date. If no election is specified for Eurodollar Borrowings, the Interest Period shall be one month. DYNEGY MIDWEST GENERATION, LLC By: Name: Title: [ ], “Mortgagor” Dated as of August , 2011 County: [ ] State: [ ] THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, FINANCING STATEMENT AND FIXTURE FILING (this “Mortgage”) is dated as of August , 2011, by and from [ ], a [ ] (“Mortgagor”), whose address is c/o [ ] to Credit Suisse AG, Cayman Islands Branch, the Cayman Islands Branch of a bank organized and existing under the laws of Switzerland, not in its individual capacity but solely as Collateral Trustee (in such capacity, “Collateral Trustee”) for the fiscal year benefit of the Borrower ended Secured Parties, each as of defined in the above dateIntercreditor Agreement referenced below, having an address at 00 Xxxxxxx Xxxxxx, Xxx Xxxx Xxx Xxxx 00000 (Collateral Trustee, together with the report its successors and opinion of an independent certified public accountant required by assigns in such sectioncapacity, “Mortgagee”). 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkCalifornia. 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, Agreement dated as of September 1122, 2013 2006, among AECOM Technology Corporation, a Delaware corporation (the “Company”), the Subsidiary Borrowers from time to time party thereto (each, a “Subsidiary Borrower” and together with the Company, the “Borrowers”), the Lenders from time to time party thereto, Union Bank of California, N.A., as the Administrative Agent and an Issuing Lender, Xxxxxx X.X. (successor by merger to Xxxxxx Trust and Savings Bank), as an Issuing Bank, and Bank of Montreal, acting under its trade name BMO Capital Markets, as the Syndication Agent (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 Tupperware Brands Corporation. The undersigned, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws Wholly-Owned Subsidiary of the Netherlands Company (“Subsidiary”) hereby agrees to become a Subsidiary Borrower and agrees to be bound by all the “terms and conditions of the Agreement applicable to a Borrower from and after the date hereof as if a signatory to the Agreement. Concurrently herewith, Subsidiary Borrower”)is executed and delivering a duly completed joinder agreement in the form of Exhibit A to the Master Guaranty and Intercreditor Agreement, whereby such Subsidiary Borrower agrees to be bound by the Lenders from time to time party thereto, terms and JPMorgan Chase Bank, N.A., conditions of the Master Guaranty and Intercreditor Agreement as Administrative Agent, Swingline Lender and Issuing Bankan Obligor Subsidiary in accordance with the terms thereof. The undersigned Responsible Officer Subsidiary hereby certifies makes the representations and warranties applicable to a Subsidiary Borrower to the matters set forth in Section 6 of the Credit Agreement as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate hereof. The undersigned hereby consent to the Administrative Agent on Subsidiary becoming a party to the behalf Credit Agreement and the Master Guaranty and Intercreditor Agreement. This Instrument of Joinder is executed by the Borrower, and that: 1. Attached parties 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. 2date first written above. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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:]By: Name: Title:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York, without regard to the conflicts of law principles thereof insofar as such principles would defer to the substantive laws of some other jurisdiction. Financial Statement Date:\\4157-1107-4114 v16 137259822v2 EXHIBIT B Form of Notice of Borrowing __________ _____, 202__ Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent under the Credit Agreement referred to below c/o Rabo Support Services, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sui Price Telecopy: (000) 000-0000 xx.xx.xxxxxxxxxxxxxxx@xxxxxxxx.xxx with copy to Xxxxxxx.Xxxxxx@xxxxxxxx.xxx Re: Notice of Borrowing Ladies and Gentlemen: The undersigned refers to the Amended and Restated Credit Agreement, dated as of December 19, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement), by and among AGCO Corporation, a Delaware corporation (“AGCO”) and AGCO International Holdings B.V., a Dutch company, having its corporate seat in Grubbenvorst, the Kingdom of the Netherlands (“AGCO BV”; and together with AGCO, collectively, the “Borrowers”), the Persons party thereto as Lenders (collectively, the “Lenders”), and you and hereby gives irrevocable notice pursuant to Section 2.2 of the Credit Agreement that the undersigned is requested the Lenders make the following Loans (the “Proposed Borrowing”),and in connection therewith sets forth below the following information relating thereto: 1. Business Day on which Proposed Borrowing to be made: _________ __, 20__ 2. Class(s) of Proposed Borrowing(s): ☐ Multicurrency Revolving Tranche Loan Borrowing ☐ USD Revolving Tranche Loan Borrowing 3. If Proposed Borrowing includes a Multicurrency Revolving Tranche Loan Borrowing, currency of Proposed Borrowing that is a Multicurrency Revolving Tranche Loan Borrowing ☐ U.S. Dollars ☐ Euros ☐ Agreed Alternative Currency 4. If Proposed Borrowing includes USD Loans, the Type of Proposed Borrowing for such USD Loans: (Check One) ☐ Base Rate Loans ☐ Non-Base Rate Loans \\4157-1107-4114 v16 137259822v2 5. Aggregate principal amount of USD Revolving Tranche Loans to be borrowed: $________________ 6. Aggregate principal amount of Multicurrency Revolving Tranche Loans to be borrowed: $________________ 7. Interest Period for Proposed Borrowing and expiration date thereof:10 __ month(s) ending on , To20__ 8. Borrower’s Account of such Borrower for Proposed Borrowing:11 [___________________] 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: JPMorgan Chase Bank(a) The representations and warranties contained in each Loan Document will be correct on and as of the date of such Proposed Borrowing, N.A.before and after giving effect to such Proposed Borrowing, and to the application of the proceeds therefrom, as though made on and as of such date, in each case as required by Section 3.2(a) of the Credit Agreement and except as permitted by Section 4.2 of the Credit Agreement; (b) No event shall have occurred and be continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom, that constitutes or would constitute a Default or an Event of Default; and [Signature page follows] 10 Applicable to Borrowing consisting of Non-Base Rate Loans. 11 Such account must be in the name of the Borrower signatory below and be with an institution located in the same country as the Administrative Agent Agent’s Account for the requested currency of Borrowing. [Signature page to Notice of Borrowing] \\4157-1107-4114 v16 (c) Such Proposed Borrowing is permitted under Article 2 of the Credit Agreement and after giving effect thereto (i) in the case of a USD Revolving Tranche Loan, the USD Revolving Tranche Loan Exposure does not exceed the Total USD Revolving Tranche Loan Commitments and (ii) in the case of a Multicurrency Revolving Tranche Loan, the Multicurrency Revolving Tranche Loan Outstandings do not exceed the Total Multicurrency Revolving Tranche Loan Commitments. Very truly yours, AGCO CORPORATION By: Name: Xxxxx Xxxxx Title: Senior Vice President, Chief Financial Officer AGCO INTERNATIONAL HOLDINGS B.V. By: Name: Xxxxx X. Xxxxxx Title: Director By: Name: Xxxx Xxxxx Title: Director Annex 1 - 1 \\4157-1107-4114 v16 EXHIBIT C Form of Designated Borrower Request and Assumption Agreement DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT Coöperatieve Rabobank U.A., New York Branch 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Loan Syndications and the Lenders (as defined in the Credit Agreement (defined below)) [_________ ___, 20___] Ladies and Gentlemen: Reference is made The undersigned refers to that certain the Amended and Restated Credit Agreement, dated as of September 11December 19, 2013 2022 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein definedbut not defined herein shall have the meanings ascribed to such terms in the Credit Agreement), by and among Tupperware Brands AGCO Corporation, a Delaware corporation (the “BorrowerAGCO”), Tupperware ) and AGCO International Holdings B.V., a private limited liability company organized under Dutch company, having its corporate seat in Grubbenvorst, the laws Kingdom of the Netherlands (“AGCO BV”; and together with AGCO, collectively, the “Subsidiary BorrowerBorrowers”), the Persons party thereto as Lenders from time to time party thereto(collectively, the “Lenders”), and JPMorgan Chase BankCoöperatieve Rabobank U.A., N.A.New York Branch, as Administrative Agent (the “Administrative Agent”), Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies requests pursuant to Section 2.13 of the Credit Agreement that the entity described below (the “Applicant Borrower”) to be joined as a “Borrower” under the Credit Agreement as of [_________ ___, 20___]12 (the date hereof that he/she is “Proposed Effective Date”) and sets forth below the following information: 1. Name of Entity: [__________________________] 2. Jurisdiction of Organization: [__________ _________________] 3. Address of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf Chief Executive Office/ Principal Place 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 accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. Business: [__________________________] The undersigned has reviewed and hereby certifies that (a) the Applicant Borrower is familiar with the terms a Wholly Owned Subsidiary of the Agreement and has madeAGCO, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwiseb) of the Borrower during the accounting period covered by the attached financial statements. 3. A review of the activities of the Borrower during such fiscal 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 Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default event has occurred and is continuing.] [, or would result from the following covenants Applicant Borrower being joined as a “Borrower” under the Credit Agreement, that constitutes or conditions have not been performed would constitute a Default or observed Event of Default and (c) attached hereto as Annex 1 is the Designated Borrower Assumption Agreement duly executed by the Borrowers and the following is a list Applicant Borrower. 12 The Proposed Effective Date must be at least sixty (60) days from the date of each such Default and the Designated Borrower Request, unless otherwise agreed by the Administrative Agent in its nature and status:]sole discretion. \\4157-1107-4114 v16 Very truly yours, AGCO CORPORATION By: Name: Title:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. Financial Statement Date:_____________Citibank, To: JPMorgan Chase Bank, N.A., N.A. as Administrative Agent Ladies and Gentlemenunder 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 LP (the “Borrower”) Reference is made to that certain Amended and Restated the Credit Agreement, dated as of September 11November 20, 2013 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; ), among the capitalized Borrower, the Lenders party thereto and Citibank, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined therein being herein are used herein as therein defineddefined in the Credit Agreement. The Borrower hereby gives you notice, irrevocably, 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 an integral multiple of $1,000,000 and not less than $5,000,000. For an ABR 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. 3 In the case of an ABR 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. 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(d) and Section 3.06(a) 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. MPLX LP, a Delaware limited partnership By: MPLX GP LLC, its General Partner By: Name: Title: 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 LP (the “Borrower”) Reference is made to the Credit Agreement, dated as of November 20, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Tupperware Brands Corporationthe Borrower, the Lenders party 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 Section 2.07 of the Credit Agreement that it elects to [continue the Borrowing listed below, or a portion thereof as described below] [convert the Borrowing listed below, or a portion thereof as described below, to a different Type], and in that connection sets forth below the terms on which such [conversion] [continuation] is to be made. The applicable Borrowing is a Borrowing of $ in principal amount of presently outstanding [Revolving Credit] [Term] Loans that are [ABR Loans] [Eurodollar Loans having an Interest Period ending on , 20 ]. a. The amount of the Borrowing to which this Interest Election Request applies:1 b. The effective date of the election (which is a Business Day): c. Type of Borrowing following [conversion] [continuation]: [ABR Borrowing] [Eurodollar Borrowing] d. Interest Period and the last day thereof:2 [one week] [one] [two] [three] [six] month[s] 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. 2 For Eurodollar Borrowings only. Shall be subject to the definition of “Interest Period” in the Credit Agreement. MPLX LP, a Delaware corporation limited partnership By: MPLX GP LLC, its General Partner By: Name: Title: Lender: [NAME OF LENDER] New York, New York [ ], 20[ ] FOR VALUE RECEIVED, the undersigned, MPLX LP, a Delaware limited partnership (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under hereby promises to pay to the laws order of the Netherlands Lender set forth above (the “Subsidiary Lender”) the principal amount equal to the Revolving Credit Commitment of such Lender to make Revolving Credit Loans under the Credit Agreement, or such lesser amount as shall equal the aggregate unpaid principal amount of all Revolving Credit 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 Lenders Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Loan from the date such Revolving Credit 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 Credit Agreement, dated as of November 20, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto, thereto and JPMorgan Chase BankCitibank, N.A., as Administrative Agent, Swingline Lender . Capitalized terms used herein and Issuing Banknot defined herein are used herein as defined in the Credit Agreement. The undersigned Responsible Officer hereby certifies as Credit Agreement, among other things, contains provisions for acceleration of the date hereof that he/she is the ____________________________________ maturity of the Borrower, unpaid principal amount of this Note upon the happening of certain stated events and that, as such, he/she is authorized to execute and deliver this Certificate also for prepayments on account of the principal hereof prior to the Administrative Agent on maturity hereof upon the behalf terms and conditions therein specified. Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Borrower. THIS NOTE SHALL BE GOVERNED BY, and 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 dateAND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, together with the report and opinion of an independent certified public accountant required by such sectionTHE LAW OF THE STATE OF NEW YORK. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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 Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________Each party hereto acknowledges and agrees that the Administrative Agent shall not be liable for any losses, To: JPMorgan Chase Bankdamages, N.A.penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with Section 9.04(k)(iv) or any purported assignment exceeding the Affiliated Lender Cap (it being understood and agreed that the Affiliated Lender Cap is intended to apply to any Loans made available to Affiliated Lenders by means other than formal assignment (e.g., as a result of an acquisition of another Lender (other than any Debt Fund Affiliate) by any Affiliated Lender or the provision of Incremental Term Loans by any Affiliated Lender); provided, further, that to the extent that any assignment to any Affiliated Lender would result in the aggregate principal amount of all Term Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap (after giving effect to any substantially simultaneous cancellations thereof), the assignment of the relevant excess amount shall be null and void. Deutsche Bank AG New 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: Reference is made The undersigned, Ceridian HCM Holding Inc., as Borrower refers to that certain Amended and Restated the Credit Agreement, Agreement dated as of September 11April 30, 2013 2018 (as amended, restated, extendedamended and restated, supplemented or and/or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporationthe Borrower, the lenders from time to time party thereto (the “Lenders”) and Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent (such terms and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement). The 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 with such borrowing sets forth below the terms on which the Borrowing is requested to be made: (A) Class of Borrowing:2 (B) Type of Borrowing:3 (C) Currency:4 (D) Date of Borrowing:5 (E) Account Number and Location for disbursement of funds: 1 Must be notified irrevocably by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m. 3 Business Days before a proposed borrowing, (b) in the case of a Eurocurrency Rate Borrowing (other than a Eurodollar Borrowing) or CDOR Rate Borrowing, not later than 1:00 p.m. 4 Business Days before a proposed Borrowing, (c) in the case of an ABR Borrowing, not later than 12:00 p.m. on the date of a proposed Borrowing and (d) in the case of a Canadian Prime Rate Borrowing, not later than 1:00 p.m. one Business Day prior to the date of a proposed Borrowing, in each case to be promptly confirmed by hand delivery or fax. 2 Specify whether such Borrowing is to be a Term Loan Borrowing or a Revolving Credit Borrowing. 3 Specify whether such Borrowing is to be a Eurodollar Borrowing, a EURIBOR Borrowing, a Sterling LIBOR Borrowing, an ABR Borrowing, a Canadian Prime Rate Borrowing or a CDOR Rate Borrowing 4 With respect to term Loans, US Dollars, and with to Revolving Loans, US Dollars and any Alternate Borrowing Currency. 5 Date of Borrowing must be a Business Day. (F) Principal Amount of Borrowing6: (G) Interest Period:7 [The undersigned hereby represents and warrants to the Administrative Agent and the relevant Lenders that, on the date of the related Borrowing, the conditions to lending specified in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement have been satisfied.]8 6 Minimum Borrowing Amount should equal the Minimum Applicable Borrowing Amount. 7 If such Borrowing is to be a Eurocurrency Rate Borrowing or CDOR Rate Borrowing, the Interest Period with respect thereto. 8 Subject to the provisions of Section 1.11(d) of the Credit Agreement, include to the extent required by the terms of the Credit Agreement. CERIDIAN HCM HOLDING INC. By: Name: Title: ARTICLE I Definitions 1 SECTION 1.01. Credit Agreement 1 SECTION 1.02. Other Defined Terms 1 ARTICLE II Guarantee 7 SECTION 2.01. Guarantee 7 SECTION 2.02. Guarantee of Payment 7 SECTION 2.03. No Limitations, Etc. 8 SECTION 2.04. Reinstatement 8 SECTION 2.05. Agreement To Pay; Subrogation 8 SECTION 2.06. Information 9 ARTICLE III Security Interests in Personal Property 9 SECTION 3.01. Security Interest 9 SECTION 3.02. Representations and Warranties 10 SECTION 3.03. Covenants 12 SECTION 3.04. Other Actions 13 SECTION 3.05. Voting Rights; Dividends and Interest, Etc. 14 SECTION 3.06. Additional Covenants Regarding Patent, Trademark and Copyright Collateral 15 ARTICLE IV Remedies 16 SECTION 4.01. Pledged Collateral 16 SECTION 4.02. Uniform Commercial Code and Other Remedies 17 SECTION 4.03. Application of Proceeds 18 SECTION 4.04. Grant of License to Use Intellectual Property 19 SECTION 4.05. Securities Act, Etc. 19 ARTICLE V Indemnity, Subrogation and Subordination 20 SECTION 5.01. Indemnity and Subrogation SECTION 5.02. Contribution and Subrogation 20 SECTION 5.03. Subordination 21 ARTICLE VI Miscellaneous 21 SECTION 6.01. Notices 21 SECTION 6.02. Survival of Agreement 21 SECTION 6.03. Binding Effect; Several Agreement 21 SECTION 6.04. Successors and Assigns 22 SECTION 6.05. Collateral Agent’s Fees and Expenses; Indemnification 22 SECTION 6.06. Collateral Agent Appointed Attorney-in-Fact 22 SECTION 6.07. Applicable Law 22 SECTION 6.08. Waivers; Amendment 23 SECTION 6.09. WAIVER OF JURY TRIAL 23 SECTION 6.10. Severability 23 SECTION 6.11. Counterparts 23 SECTION 6.12. Headings 23 SECTION 6.13. Jurisdiction; Consent to Service of Process 24 SECTION 6.14. Termination or Release 24 SECTION 6.15. Additional Subsidiaries 25 SECTION 6.16. Security Interest and Obligations Absolute 25 Schedule I Guarantors Schedule II Equity Interests; Pledged Debt Securities Schedule III Intellectual Property Schedule IV UCC Information Schedule V Commercial Tort Claims and Chattel Paper Exhibit A Form of Supplement GUARANTEE AND COLLATERAL AGREEMENT dated as of April 30, 2018 (this “Agreement”), among CERIDIAN HCM HOLDING INC., a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws certain subsidiaries of the Netherlands (the “Subsidiary Borrower”), the Lenders Borrower from time to time party thereto, hereto and JPMorgan Chase Bank, N.A.DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the 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 collateral agent (in such section. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 periodcapacity, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing“Collateral Agent”).] [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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkYork without giving effect to any choice of law principles that would apply the laws of another jurisdiction. Financial Statement Date:_____________Jefferies Finance LLC, Toas Administrative Agent for the Lenders referred to below 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: JPMorgan Chase BankAccount Manager – Merge Healthcare Incorporated Facsimile: (000) 000-0000 [and Bank of America, N.A., as Administrative Agent Swingline Lender 000 Xxxx Xxxxxx, 00xx XX Xxxxxx, Xxxxx 00000 Attention: Xxxx Xxxxxx Facsimile No.: (000) 000-0000]1 Re: Merge Healthcare Incorporated [ ], 20[ ] Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreementthe credit agreement, dated as of September 11April 23, 2013 (as amended, amended and restated, extendedsupplemented, supplemented waived or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands CorporationMERGE HEALTHCARE INCORPORATED, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V.the Subsidiary Guarantors, the Lenders, the Issuing Bank, the Swingline Lender, JEFFERIES FINANCE LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the other Agents party thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Borrower hereby gives you notice pursuant to Section [2.03]/[2.17(b)]2 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 requested to be made: 1 Include in any Borrowing Request for a Swingline Loan. 2 Reference Section 2.17(b) for Swingline Loan requests. (A) Class of Borrowing: [Revolving Borrowing] [Term Borrowing] [Swingline Loan] (B) Principal amount of Borrowing:3 (C) Date of Borrowing (which is a Business Day): (D) Type of Borrowing: [ABR Borrowing] [Eurodollar Borrowing] (E) Interest Period and the last day thereof:4 (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) and (c) of the Credit Agreement are satisfied as of the date hereof. 3 See Section 2.02(a) of the Credit Agreement for minimum borrowing amounts. 4 To be inserted if a Eurodollar Borrowing, and to be subject to the definition of “Interest Period” in the Credit Agreement. MERGE HEALTHCARE INCORPORATED, a private limited liability company organized under the laws Delaware corporation By: Name: Title: [ ], 20[ ] This compliance certificate (this “Certificate”) is delivered to you pursuant to Section 5.01(c) of the Netherlands credit agreement, dated as of April 23, 2013 (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the “Subsidiary Credit Agreement”), among MERGE HEALTHCARE INCORPORATED, a Delaware corporation (“Borrower”), the Subsidiary Guarantors, the Lenders, the Issuing Bank, the Swingline Lender, JEFFERIES FINANCE LLC, as administrative agent for the Lenders from time to time (in such capacity, the “Administrative Agent”), and the other Agents party thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of used herein shall have the date hereof that he/she is meanings given to them in the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that:Credit Agreement. 1. Attached hereto as Schedule 1 are I am the year-end audited financial statements required by Section 5.01(a) duly elected, qualified and acting [specify type of the Agreement for the fiscal year Financial Officer] of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such sectionBorrower. 2. Attached hereto as Schedule 2 is I have reviewed and am familiar with the attestation report required by Section 5.01(a) contents of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxxthis Certificate. 13. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has I have reviewed and is familiar with the terms of the Credit Agreement and has the other Loan Documents and have made, or has caused to be made under his/her my supervision, a detailed review in reasonable detail of the transactions and condition (financial or otherwise) of the Borrower and its Subsidiaries during the accounting period covered by the financial statements attached hereto as Attachment 1 (the “Financial Statements”), which Financial Statements fairly present, in all material respects, the consolidated financial statements. 3. A review condition, results of operations and cash flows of Borrower as of the activities date and for the periods specified in accordance with GAAP consistently applied. Such review did not disclose the existence during or at the end of the Borrower during such fiscal accounting period has been made under covered by 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 DocumentsFinancial Statements, and [to the best I have no knowledge of the undersigned during such fiscal periodexistence, the Borrower performed and observed each covenant and condition as of the Loan Documents applicable to itdate of this Certificate, and no of any condition or event which constitutes a Default has occurred and is continuingor Event of Default [, except as set forth below].] [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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with the law of the State of New York. Financial Statement Date:_____________Manufacturers and Traders Trust Company Oxx Xxxxxxxx Xxxxx Xxxxxxx, ToXxx Xxxx 00000 Attention: 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, 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 Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ Ladies and Gentlemen: Reference is made to that certain Sixth Amended and Restated Revolving Credit and Term Loan Agreement dated as of December 10, 2014 (such agreement, as it may be or may have been amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definition shall have the respective meanings assigned to those terms in the Credit Agreement), among Sovran Self Storage, Inc., a Maryland corporation, Sovran Acquisition Limited Partnership, a Delaware limited partnership, Wxxxx Fargo Bank, National Association, Manufacturers and Traders Trust Company and the other lending institutions which are or may become parties thereto pursuant to §19 thereof (collectively, the “Lenders”), Manufacturers and Traders Trust Company, as administrative agent (together with its successors and assigns, the “Administrative Agent”) for the Lenders, with Wxxxx Fargo Securities, LLC and Traders Trust Company, as the joint lead arrangers and joint bookrunners, and Wxxxx Fargo Bank, National Association, as syndication agent, and each of U.S. Bank National Association, HSBC Bank USA, National Association, PNC Bank, National Association and SunTrust Bank, as co-documentation agents (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”). The Borrowers hereby give you notice pursuant to [§2.5] [§3.4] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Credit 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 accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.Revolving Credit Loans] [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:]Term Loans] specified below that they elect to:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy or 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. 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, 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 Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies 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., an Indiana corporation (the “Company”), its subsidiaries, CMI Global Equity Holdings C.V., Cummins EMEA Holdings Limited, and CMI Global Equity Holdings B.V. (collectively, the “Original Subsidiary Borrowers”; the Original Subsidiary Borrowers, together with the Company, the “Opinion Parties”, and individually, an “Opinion Party”), in connection with, and give this opinion pursuant to, Section 4.01(b) of the 364-Day Credit Agreement (the “Credit Agreement”) dated as of the date hereof that he/she is among the ____________________________________ Opinion Parties, the Eligible Subsidiaries referred to therein, the Lenders and Agents party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), and each promissory note (collectively, the “Notes”), if any, dated as of the Borrowerdate hereof made by an Opinion Party and payable to the order of a Lender. Except as otherwise indicated herein, capitalized definitional terms in this opinion have the meanings set forth in the Credit Agreement. The 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 such documents, corporate records, certificates and other instruments as we have deemed necessary or appropriate for purposes of this opinion, 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 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, as suchpower, he/she is authorized and authority to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrowerdeliver, 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 dateperform its obligations under, together with the report and opinion of an independent certified public accountant required by such section. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 Borrower performed and observed each covenant and condition of transactions therein contemplated have been duly authorized by all parties thereto; the Loan Documents applicable to ithave been duly executed, delivered, and no Default has occurred and is continuing.] [the following covenants or conditions have not been performed or observed accepted by all parties thereto; and the following is a list Loan Documents constitute the legal, valid, and binding obligation of each such Default and its nature and status:]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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of New YorkYork without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction. Financial Statement Date:_____________UBS AG, To: JPMorgan Chase Bank, N.A.Stamford Branch, as Administrative Agent for the Lenders referred to below, 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: [ ] Ladies and Gentlemen: Reference is made to that certain Amended and Restated the Credit Agreement, Agreement dated as of September 11January 18, 2013 2007 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), ) among Tupperware Brands CorporationMATTRESS HOLDING CORP., a Delaware corporation corporation, as borrower (the “Borrower”), Tupperware International Holdings B.V.MATTRESS HOLDCO, INC., a private limited liability company organized under the laws of the Netherlands Delaware corporation (the “Subsidiary BorrowerHoldings”), the Lenders from time Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to time party theretoit in Article I of the Agreement), the Lenders, UBS SECURITIES LLC, as lead arranger (in such capacity, “Arranger”), as documentation agent (in such capacity, “Documentation Agent”) and as syndication agent (in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and JPMorgan Chase BankUBS AG, N.A.STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, Swingline Lender “Collateral Agent”) for the Secured Parties and the Issuing Bank. The undersigned Responsible Officer Borrower hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the 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 gives you notice pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) 2.03 of the Credit Agreement for that it requests a Borrowing under the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial conditionCredit Agreement, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with that connection sets forth below the terms of the Agreement and has made, or has caused on which such Borrowing is requested to be made under his/her supervision, a detailed review made: (A) Class 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 fiscal 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 Borrowing [to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.Revolving Borrowing] [the following covenants or conditions have not been performed or observed and the following is a list Term Loan] [Swingline Loan] (B) Principal amount of each such Default and its nature and status:]Borrowing(7)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the law 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 the State of New York. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A.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 Gentlemen: Reference is made to that certain Amended and Restated Credit AgreementThe undersigned, dated as of September 11Dynegy Power, 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 Tupperware Brands CorporationLLC, a Delaware corporation limited liability company (the “Borrower”), Tupperware International Holdings B.V.refers to that certain Credit Agreement, dated as of January 16, 2013, among the Borrower, DYNEGY GAS INVESTMENTS HOLDINGS, LLC, a private Delaware limited liability company organized under the laws of the Netherlands (the “Subsidiary BorrowerIntermediate Holdings”), the Lenders lenders from time to time party thereto (the “Lenders”), ROYAL BANK OF CANADA as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders and JPMorgan Chase BankRBC CAPITAL MARKETS, N.A.BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS, INC., DEUTSCHE BANK SECURITIES, XXXXXXX XXXXX BANK USA and UBS SECURITIES LLC, as Administrative AgentJoint Bookrunners and Joint Lead Arrangers (collectively, Swingline Lender the “Joint Lead Arrangers”). Capitalized terms used herein and Issuing Banknot otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned Responsible Officer Borrower hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the 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 gives you notice pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) 2.03 of the Credit Agreement for that it requests a Borrowing under the fiscal quarter Credit Agreement, and in connection therewith sets forth below the terms on which such Borrowing is requested to be made: (A) Date of the Borrower ended as Borrowing (which is a Business Day) (B) Principal Amount of the above date. Such financial statements fairly present the financial condition, results Borrowing (C) Type of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments Borrowing(4) (D) Interest Period and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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:]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. Acceptance and adoption Delivery of the terms an executed counterpart of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature facsimile, email or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System other electronic transmission (including in portable document format (“pdf”) or other similar format) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumptionhereof. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of New YorkYork without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction. Financial Statement DateXxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders 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 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. [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 [_____________, To: JPMorgan Chase Bank, N.A., as ] (Account No. ). [Administrative Agent Ladies Borrower][European Administrative Borrower][German Borrower][U.K. Borrower] hereby represents and Gentlemen: Reference is made warrants that the conditions to that certain Amended and Restated Credit Agreement, dated as of September 11, 2013 (as amended, restated, extended, supplemented or otherwise modified lending specified in writing from time to time, the “Agreement”; the capitalized terms defined therein being used herein as therein definedSections 4.02(b), among Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws c) and (d) of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies Credit Agreement are satisfied as of the date hereof that he/she is the 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 thatthe 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 suchIssuing Bank, he/she is authorized 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 execute and deliver this Certificate to such terms in the Administrative Agent on the behalf of the Borrower, and thatCredit Agreement.: 1. (a) Attached hereto as Schedule 1 are the year-end audited financial statements required detailed calculations demonstrating compliance by Parent Borrower and its Restricted Subsidiaries with Section 5.01(a) 6.10 of the Agreement for the fiscal year Credit Agreement. Parent Borrower and its Restricted Subsidiaries are in compliance with Section 6.10 of the Borrower ended Credit Agreement as of the above date, together with the report and opinion of an independent certified public accountant required by such sectiondate hereof. 2. (b) [Attached hereto as Schedule 2 is the attestation report required by Section 5.01(aof [accounting firm.]] (c) of the Agreement as to the Borrower's internal controls 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 Section 404 of Xxxxxxxx-Xxxxxa Compliance Certificate. 1. (e) Attached hereto as Schedule 1 3 are detailed calculations showing a reconciliation of Consolidated EBITDA (Fixed Charge) to the unaudited 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 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 income and cash flows separating out the results of Parent Borrower and is Restricted Subsidiaries, on the one hand, and 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 below, 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 Borrower AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, amended and its Subsidiaries in accordance with GAAP restated, supplemented or modified, the “Credit Agreement”), dated as at such date and for such periodof May 13, subject only to normal year-end audit adjustments 2013, is among NOVELIS INC., a corporation amalgamated under the Canada Business Corporations Act (the “Parent Borrower”), NOVELIS CORPORATION, a Texas corporation, and the absence other U.S. subsidiaries of footnotesthe 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.. 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. The undersigned has reviewed [and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements.all presently being maintained as/ issued as] [Base Rate Loans] [Eurocurrency Loans] [EURIBOR Loans], 3. A review of the activities of the Borrower during such fiscal 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 be [to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.established as] [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:]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 permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law governing the Credit Agreement. Lender Assigned Lender’s Commitment Assigned Accommodations Outstanding $ $ Barclays Bank PLC, as Administrative Agent Barclays Bank PLC‬ ‪Bank Debt Management Group‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬ 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxx Telephone: (000) 000-0000 Email: xxxxxx.xx.xxxxx@xxxxxxxx.xxx Ladies and Gentlemen: Reference is made to that certain fourth amended and restated credit agreement dated as of the State of New York. Financial Statement Date:[________], 2019 (as further amended, supplemented, replaced or restated from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined) among Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, as initial borrowers and certain Subsidiaries of Open Text Corporation and Lenders party thereto, Barclays Bank PLC, as sole administrative agent, Barclays Bank PLC, as collateral agent, Royal Bank of Canada, as documentary credit lender, and the financial institutions party thereto as joint lead arrangers and joint bookrunners. Please be advised that, pursuant to Section 2.03(2) of the Credit Agreement, Open Text Corporation hereby designates the undersigned Subsidiary, _________, 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, 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 Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ (the “Designated Borrower”), as a “Designated Borrower” in the capacity as a Revolving Credit Borrower under and for all purposes of the Credit Agreement. The Designated Borrower, in consideration of the agreement of each applicable Revolving Credit Lender to extend credit to it from time to time under, and thaton the terms and conditions set forth in, as suchthe Credit Agreement under the Revolving Credit Facility does hereby assume each of the obligations imposed upon a Designated Borrower and a Revolving Credit Borrower under the Credit Agreement and agrees to be bound by all of the terms and conditions of the Credit Agreement. In furtherance of the foregoing, he/she is authorized to execute the Designated Borrower hereby represents and deliver this Certificate warrants to the Administrative Agent on the behalf and each of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) applicable Revolving Credit Lenders that each of the Agreement for the fiscal year representations and warranties set forth in Article 6 of the Borrower ended Credit Agreement are true and correct in all material respects as of the above datedate hereof, 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 except for those changes to the Borrower's internal controls representations and warranties which have been disclosed to and accepted by the extent required Administrative Agent and Lenders 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 17.01 and cash flows of the Borrower any representation and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and warranty which is familiar with the terms of the Agreement and has made, or has caused stated to be made under his/her supervisionas of a certain date (and then as of such date), a detailed review and that the proceeds 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 fiscal period has been made any Accommodation will only be used for purposes permitted 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 Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuingCredit Agreement.] [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 Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption Agreement by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:as - 1 - EXHIBIT C FORM OF NOTICE OF BORROWING ____________ __, To: JPMorgan Chase 20__ Regions Bank, N.A., as Administrative Agent 0000 Xxxx Xxxxxxxxx Xxxxxx XX Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Alpha Metallurgical ABL Loan Administration Ladies and Gentlemen: Reference This Notice of Borrowing is made delivered pursuant to Section 4.1 of that certain Amended and Restated Credit Agreement, Agreement dated as of September 11October 27, 2013 2023 (as the same may be amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands CorporationALPHA METALLURGICAL RESOURCES, INC., a Delaware corporation (the “BorrowerCompany”), Tupperware International Holdings B.V.certain of its Subsidiaries party thereto from time to time as “Borrowers” (collectively with the Company, a private limited liability company organized under the laws of the Netherlands (the “Subsidiary BorrowerBorrowers”), the Lenders other Credit Parties (as defined therein) party thereto from time to time, the financial institutions party thereto from time to time party theretoin their capacities as lenders (collectively, the “Lenders”), REGIONS BANK, an Alabama bank (“Regions Bank”), in its capacities as a Lender, as Swing Line Lender (as defined therein) and as LC Issuer (as defined therein), and JPMorgan Chase Regions Bank, N.A.in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, “Administrative Agent”, “Collateral Agent” or “Agent”). Capitalized terms used herein shall have the meanings given such terms in the Credit Agreement. Borrower Representative, on behalf of Xxxxxxxxx, hereby gives you notice, irrevocably, pursuant to Section 4.3 of the Credit Agreement, that Borrowers hereby request the following Loan(s) be made under the Credit Agreement and, in that regard, sets forth below the information relating to such Loan (the “Proposed Borrowing”), as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as required by Section 4.1 of the date hereof that he/she is Credit Agreement: FOR A REVOLVING LOAN: Principal Amount Date Loan to Be Made Apply the proceeds of this Loan as follows: Name of Bank: [________________] Account Name: [________________] Account Number: [____ _____________] ABA Routing Number: [________________] Reference: [________________] Other: [Swing Line Loan][Base Rate Loan][Term SOFR Loan] Term SOFR Loans: Interest Period – [1 month][3 months] Borrower Representative, on behalf of Borrowers, hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and thatProposed Borrowing: 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 accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System facsimile or other electronic 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. Financial Statement Date:_____________JPMorgan Chase Bank, ToN.A. as Administrative Agent Loan and Agency Services Group 0000 Xxxxxx Xxxxxx, Floor 10 Houston, Texas 77002-6925 Attention: Xxxxxx Xxxxxx Fax: (000) 000-0000 Copy to: JPMorgan Chase Bank, N.A., N.A. as Administrative Agent 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxx Fax: (000) 000-0000 Ladies and Gentlemen: Reference is made to that certain Amended and Restated the Term Loan Credit Agreement, Agreement dated as of September 11April 24, 2013 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands United Technologies Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as the Administrative Agent, Swingline Lender and Issuing BankX.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as joint lead arrangers and joint bookrunners. The undersigned Responsible Officer hereby certifies as of Capitalized terms used but not otherwise defined herein shall have the date hereof that he/she is meanings specified in the ____________________________________ of the BorrowerCredit Agreement. This notice constitutes a Borrowing Request, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above datehereby gives you notice, 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) 2.03 of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial conditionCredit Agreement, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, that it requests 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 fiscal period has been made Borrowing 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 DocumentsCredit Agreement, and [to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.] [in connection therewith specifies the following covenants or conditions have not been performed or observed and the following is a list of each information with respect to such Default and its nature and status:]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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy or 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. 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, 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 Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies the Lenders, care of the Administrative Agent 0000 Xxxxxx Xx, Floor 10 Houston, Texas 77002, USA Re: Cummins Inc., Cummins Ltd., Cummins Power Generation Ltd. and Cummins Generator Technologies Limited External Counsel Legal Opinion Regarding the Credit Agreement Ladies and Gentlemen: We have acted as special New York counsel to Cummins Inc., an Indiana corporation (the “Company”), its subsidiaries, Cummins Ltd., Cummins Power Generation Ltd. and Cummins Generator Technologies Limited, each a limited liability company organized under the laws of the jurisdiction of England and Wales (collectively, the “Original Subsidiary Borrowers”; the Original Subsidiary Borrowers, together with the Company, the “Opinion Parties”, and individually, an “Opinion Party”), and give this opinion pursuant to Section 4.01(b) of the Credit Agreement (the “Credit Agreement”) dated as of the date hereof among the Opinion Parties, the Eligible Subsidiaries referred to therein, the Lenders and Agents party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), and as Issuing Bank and Swingline Lender. Except as otherwise indicated herein, capitalized definitional terms in this opinion have the meanings set forth in the Credit Agreement. In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates and other instruments as we have deemed necessary or appropriate for purposes of this opinion, including: (a) the Credit Agreement; (b) the Receivables Sale Agreement, dated as of April 26, 2010 (the “Receivables Sale Agreement”), among the Company, Cummins Filtration Inc. and Cummins Power Generation Inc., as sellers, and Cummins Trade Receivables, LLC, as buyer; and (c) the Receivables Purchase Agreement, dated as of April 26, 2010 (the “Receivables Purchase Agreement”), among Cummins Trade Receivables, LLC, the Company, as servicer, Cummins LLC Member, Inc., the Committed Purchasers referred to therein, the Conduit Purchasers referred to therein, the Managing Agents referred to therein and JPMorgan Chase Bank, N.A., as agent for the Purchasers referred to therein. The Receivables Sale Agreement and the Receivables Purchase Agreement are hereinafter referred to collectively as the “Receivables Facility”. We note that he/she is various issues concerning certain corporate matters regarding the ____________________________________ Company are addressed in the opinion dated the date hereof of Xxxxxx Xxxxxx, counsel to the Company, and various issues concerning the Original Subsidiary Borrowers under England and Wales law are addressed in the opinion dated the date hereof of Xxxxxxx X. Xxxxx, counsel to the Original Subsidiary Borrowers, in each case separately provided to you, and we express no opinion with respect to those matters (or we have, with your permission, relied in this opinion on such opinions of Xxxxxx Xxxxxx and Xxxxxxx X. Xxxxx as to such matters without independent verification of the Borrowersubstance of such opinions). In rendering this opinion, we have, with your permission, and without investigation, verification or inquiry, (i) relied as to all factual matters on the representations, warranties and certifications of the parties set forth in the Credit Agreement and each of the certificates delivered pursuant thereto and (ii) assumed that: (a) Each of the parties to the Credit Agreement is duly organized and validly existing under the laws of its jurisdiction of organization; (b) Each of the parties to the Credit Agreement has the necessary right, as suchpower, he/she is authorized and authority to execute and deliver, and perform its obligations under, the Credit Agreement; the transactions therein contemplated have been duly authorized by all parties thereto; the Credit Agreement has been duly executed, delivered, and accepted by all parties thereto; and the Credit Agreement constitutes the legal, valid, and binding obligation of all parties thereto, other than the Opinion Parties; (c) There is no oral or written agreement, understanding, course of dealing, or usage of trade that affects the rights and obligations of the parties set forth in the Credit Agreement or that would have an effect on the opinions expressed herein; there are no judgments, decrees, or orders that impair or limit the ability of any Opinion Party to enter into, execute, and deliver this Certificate and perform, observe, and be bound by the Credit Agreement and the transactions contemplated therein; and there has been no waiver of any of the provisions of the Credit Agreement by conduct of the parties or otherwise; (d) All natural persons who are signatories to the Administrative Agent Credit Agreement or the other documents reviewed by us were legally competent at the time of execution; all signatures on the behalf Credit Agreement and the other documents reviewed by us are genuine; and the copies of all documents submitted to us are accurate and complete, each such document that is original is authentic, and each such document that is a copy conforms to an authentic original; (e) The execution and delivery of, and performance by each Opinion Party of its obligations under, the Credit Agreement do not: (i) constitute a breach or violation of the Borrowerorganizational documents of such Opinion Party; (ii) result in a violation of any applicable law, statute, or regulation; (iii) result in a violation of any judgment, order, writ, injunction, decree, determination or award; or (iv) constitute an event of default under or result in a breach or violation of any agreement or other instrument (other than those agreements or instruments specifically addressed in this opinion) (a) which affects or purports to affect the Opinion Parties’ rights to borrow money, or (b) violation of which could have a material adverse effect on the property, financial condition, or business operations of any Opinion Party; and (f) No authorization, consent, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required to be obtained or made by any Opinion Party for the due execution and delivery of, or performance of their respective payment obligations under, the Credit Agreement except (i) such as have been duly obtained or made and are in full force and effect, (ii) such filings and other actions as may be required to perfect any lien or security interest which the Credit Agreement purports to create and (iii) such as may be required by orders, decrees and the like that are specifically applicable to any Opinion Party and of which we have no knowledge. Based upon the foregoing, but subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the The Credit 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) valid and binding obligation 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 each Opinion Party enforceable against such Opinion Party in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotesits terms. 2. The undersigned has reviewed execution and is familiar with delivery of, and performance by each Opinion Party of their respective obligations under, the terms Credit Agreement do not constitute an Amortization Event (as defined in the Receivables Purchase Agreement) or result in a breach or violation of the 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 the Borrower during the accounting period covered by the attached financial statements. 3Receivables Facility. A review of the activities of the Borrower during such fiscal 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 [The foregoing opinions are subject to the best knowledge of the undersigned during such fiscal period, the Borrower performed following additional assumptions 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:]qualifications:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________EXHIBIT B-1 April [ ], To: 2010 To the Lenders and the Administrative Agent referred to below c/o JPMorgan Chase Bank, N.A., N.A. as Administrative Agent 380 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: Reference is made We have acted as counsel to that certain Amended and Restated Credit AgreementXxxxx Advertising Company, dated as of September 11, 2013 a Delaware corporation (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “AgreementHoldings”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands CorporationXxxxx Media Corp., a Delaware corporation (the “BorrowerCompany”), Tupperware International and the Subsidiary Guarantors (as defined in the Credit Agreement, and together with Holdings B.V.and the Company, the “Domestic Credit Parties”) in connection with the Credit Agreement dated as of April [ ], 2010 (the “Credit Agreement”) among the Company, Xxxxx Advertising of Puerto Rico, Inc., as Subsidiary Borrower, the Subsidiary Guarantors, the banks and other financial institutions identified therein as lenders (the “Lenders”) and JPMorgan Chase Bank, N.A. (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein as defined therein. This opinion is being delivered pursuant to Article 5.01(b) of the Credit Agreement. In rendering the opinions expressed below, we have examined the following agreements, instruments and other documents: (a) the Credit Agreement; (b) the Holdings Guaranty and Pledge Agreement; (c) the Pledge Agreement; and (d) such records of the Domestic Credit Parties and such other documents as we have deemed necessary as a private limited liability company basis for the opinions expressed below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied upon statements or certificates of governmental officials and upon representations made in or pursuant to the Credit Documents and certificates and/or opinions of appropriate representatives of the Domestic Credit Parties. In rendering the opinions expressed below, we have assumed, with respect to all of the documents referred to in this opinion letter, that (except, to the extent set forth in the opinions expressed below, as to the Domestic Credit Parties): (i) such documents have been duly authorized by, have been duly executed and delivered by, and constitute legal, valid, binding and enforceable obligations of, all of the parties to such documents; (ii) all signatories to such documents have been duly authorized; and (iii) all of the parties to such documents are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents. References to “our knowledge” or equivalent words means the actual knowledge of the lawyers in this firm responsible for preparing this opinion after such inquiry as they deemed appropriate, including inquiry of such other lawyers in the firm and review of such files of the firm as they have identified as being reasonably likely to have or contain information not otherwise known to them needed to support the opinions set forth below. References to “after due inquiry” or equivalent words means after inquiry of the Chief Financial Officer and the General Counsel of Holdings, and of lawyers in the firm reasonably likely to have knowledge of the matter to which such reference relates. Based upon and subject to the foregoing and subject also to the comments and qualifications set forth below, and having considered such questions of law as we have deemed necessary as a basis for the opinions expressed below, we are of the opinion that: 1. Holdings is a corporation duly organized, validly existing and in good standing under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing BankState of Delaware. The undersigned Responsible Officer hereby certifies as Company is a corporation duly organized, validly existing and in good standing under the laws of the date hereof that he/she is the ____________________________________ State of Delaware. Each Subsidiary of the BorrowerCompany that is a Domestic Credit Party is a corporation, and thatpartnership or other entity duly organized, as suchvalidly existing and, he/she is authorized to execute and deliver this Certificate our knowledge, in good standing under the laws of the state indicated opposite its name in Schedule 4.14 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 sectionCredit Agreement. 2. Attached hereto as Schedule 2 Each Domestic Credit Party has all requisite corporate or other power to execute and deliver, and to perform its obligations under, the Credit Documents to which it is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statementsparty. 3. A review The execution, delivery and performance by each Domestic Credit Party of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view each Credit Document 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 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 which it is a list party have been duly authorized by all necessary corporate or other action on the part of each such Default and its nature and status:]Domestic Credit Party.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________April 27, To: 2012 JPMorgan Chase Bank, N.A., as Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 The Lenders party to the Credit Agreement defined below Ladies and Gentlemen: Reference is made We have acted as special New York counsel to that certain Amended Watsco, Inc., a Florida corporation (“Watsco”), Watsco Canada, Inc., a Canadian corporation (‘”Watsco Canada”), Watsco Holdings, Inc., a Delaware corporation (“Holdings”), Watsco Holdings II, Inc., a Delaware corporation (“Holdings II”), Watsco Holdings III, LLC, a Delaware limited liability company (“Holdings III”), East Coast Metal Distributors LLC, a Delaware limited liability company (“East Coast Metal”), Xxxxx Distributing Company LLC, a Delaware limited liability company (“Xxxxx”) and Restated Gemaire Distributors LLC, a Delaware limited liability company (“Gemaire” and collectively with Watsco, Holdings, Holdings II, Holdings III, East Coast Metal and Xxxxx, the “US Loan Parties” and, collectively, the US Loan Parties with Watsco Canada, the “Loan Parties” ), in connection with the Credit Agreement, dated as of September 11, 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 Tupperware Brands Corporation, a Delaware corporation date hereof (the “BorrowerCredit Agreement”), Tupperware International Holdings B.V.by and among Watsco, a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”)Watsco Canada, the Lenders Canadian Subsidiary Borrowers from time to time party thereto, Lenders and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) and collateral agent. Capitalized terms used but not defined herein have the meaning given them in the Credit Agreement. We give this opinion at the request of Watsco and Watsco Canada pursuant to Section 4.01(b) of the Credit Agreement. In giving this opinion, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies we have examined: (i) the Credit Agreement; (ii) the Notes; (iii) the Subsidiary Guaranty, dated as of the date hereof that he/she is hereof, among the ____________________________________ of the Borrower, Loan Parties (other than Watsco and that, as such, he/she is authorized to execute Watsco Canada) and deliver this Certificate to the Administrative Agent (the “Subsidiary Guaranty” and, collectively with the Credit Agreement and the Notes, the “Loan Documents”); (iv) the Articles of Incorporation of Watsco, filed on July 14, 1956, together with all amendments thereto, as certified to us by the Secretary of State of the State of Florida as being true and correct as of April 25, 2012; (v) the By-laws of Watsco, as certified to us by an officer of Watsco as being true and correct as of the date hereof; (vi) a Certificate of active status relating to Watsco issued by the Florida Department of State, dated as of April 20, 2012; (vii) the Certificate of Incorporation of Holdings, filed on November 5, 1992, together with all amendments thereto, as certified to us by the Secretary of State of the State of Delaware as being true and correct as of April 26, 2012; (viii) the By-laws of Holdings, as certified to us by an officer of Holdings as being true and correct as of the date hereof; (ix) a Certificate of Good Standing relating to Holdings issued by the Delaware Secretary of State, dated as of April 20, 2012 (x) the Certificate of Incorporation of Holdings II, filed on June 23, 2009, together with all amendments thereto, as certified to us by the Secretary of State of the State of Delaware as being true and correct as of April 24, 2012; (xi) the By-laws of Holdings II, as certified to us by an officer of Holdings II as being true and correct as of the date hereof; (xii) a Certificate of Good Standing relating to Holdings II issued by the Delaware Secretary of State, dated as of April 20, 2012; (xiii) the Certificate of Formation of Holdings III, filed on March 18, 2011, as certified to us by the Secretary of State of the State of Delaware as being true and correct as of April 26, 2012; (xiv) the Operating Agreement of Holdings III, as certified to us by an officer of East Coast Metal as being true and correct as of the date hereof; (xv) a Certificate of Good Standing relating to Holdings III issued by the Delaware Secretary of State, dated as of April 20, 2012; (xvi) the Certificate of Formation of East Coast Metal, filed on January 3, 2005, as certified to us by the Secretary of State of the State of Delaware as being true and correct as of April 24, 2012; (xvii) the Operating Agreement of East Coast Metal, as certified to us by an officer of East Coast Metal as being true and correct as of the date hereof; (xviii) a Certificate of Good Standing relating to East Coast Metal issued by the Delaware Secretary of State, dated as of April 20, 2012; (xix) the Certificate of Formation of Xxxxx, filed on December 27, 2002, as certified to us by the Secretary of State of the State of Delaware as being true and correct as of April 24, 2012; (xx) the Operating Agreement of Xxxxx, as certified to us by an officer of Xxxxx as being true and correct as of the date hereof; (xxi) a Certificate of Good Standing relating to Xxxxx issued by the Delaware Secretary of State, dated as of April 20, 2012; (xxii) the Certificate of Formation of Gemaire, filed on December 20, 2002, as certified to us by the Secretary of State of the State of Delaware as being true and correct as of April 24, 2012; (xxiii) the Operating Agreement of Gemaire, as certified to us by an officer of Gemaire as being true and correct as of the date hereof; and (xxiv) a Certificate of Good Standing relating to Gemaire issued by the Delaware Secretary of State, dated as of April 20, 2012. Our opinions expressed in paragraphs 1 through 3 as to the “active status” or good standing of the Loan Parties under the laws of the State of Florida or Delaware, as the case may be, are based solely upon the certificates of active status and good standing listed above without further investigation as to the criteria for “active status” or good standing or any related legal issues, and we have made no additional investigation after the respective dates of those items in rendering such opinions. In giving this opinion, we have assumed, with your permission, the genuineness of all signatures, the legal capacity of natural persons, the conformity to originals of all documents submitted to us as copies, the accuracy and completeness of certificates of public officials, and the authenticity of all documents we have examined. As to questions of fact (as opposed to legal conclusions) relevant to this opinion (including questions of fact related to the opinion provided in paragraph 9 below), with your permission and without any independent investigation or verification, we have relied upon, and assumed the accuracy of, the representations and warranties of each party to the Loan Documents and have relied upon certificates of officers of each of the Loan Parties and oral and written statements of certain public officials. We also have assumed, with your permission and without any independent verification, compliance by each party (other than the Loan Parties) to any Loan Document with its respective agreements in such Loan Document. For purposes of this opinion, we have assumed, with your permission and without any independent verifications, that (i) no Loan Party’s articles of incorporation, certificate of incorporation, certificate of formation, articles of organization or certificate of limited partnership will be further amended and that no such further amendment is pending or has been proposed, and (ii) there are no proceedings pending or contemplated for (A) the merger, consolidation, conversion, dissolution, liquidation or termination of any Loan Party or (B) any Loan Party’s transfer to or domestication in any other jurisdiction. In addition, we have assumed, with your permission and without any independent verification, that, (i) each party to any Loan Document (other than the US Loan Parties) is duly organized and existing under the laws of its jurisdiction; (ii) each party to any Loan Document (other than the US Loan Parties) has the requisite power and authority to execute, deliver and perform its obligations under such Loan Document; (iii) the execution, delivery and performance by each party to any Loan Document (other than the US Loan Parties) of such Loan Document has been duly authorized by all requisite action on the behalf part of such party; (iv) each Loan Document has been duly executed and delivered by each party to each Loan Document (other than the US Loan Parties); (v) each Loan Document constitutes the legal, valid and binding obligation of each party to it (other than the Loan Parties) and is enforceable against each such party in accordance with its terms; (vi) no approval, authorization or other action by, or filing with, any governmental authority (other than those as to which we express our opinion in paragraphs 7 and 8 below) is required to authorize or is required in connection with the execution, delivery or performance by the Loan Parties of the BorrowerLoan Documents or the transactions contemplated by the Loan Documents; (vii) the execution, delivery and performance of each of the Loan Parties’ obligations under the Loan Documents does not and will not violate, breach or constitute a default under, or require any consent under, (x) any statute, rule, law or regulation to which such Loan Party is subject (other than statutes, rules, laws and regulations as to which we express our opinion in paragraph 8 below), (y) any order, writ, injunction or decree not known to us of any court or governmental authority or any arbitral award (other than orders, writs, injunctions or decrees as to which we express our opinion in paragraph 8 below), or (z) any agreement or instrument to which any Loan Party or its properties are subject (other than agreements or instruments as to which we express our opinion in paragraph 8 below); and (viii) the proceeds of all credit extensions under the Credit Agreement will be used in accordance with any provisions regarding the use of proceeds under the Credit Agreement. Whenever in this opinion letter any statement is made to our “knowledge” or any statement refers to matters “known to us,” it means the actual knowledge and conscious awareness, without any independent verification, of the attorneys in our firm who have been directly involved in acting as counsel to the Loan Parties in connection with the transactions provided for in the Loan Documents and the Related Agreements. Based upon and subject to the foregoing and the limitations and qualifications set forth below, we are of the opinion that: 1. Attached hereto as Schedule 1 are Watsco is a corporation organized under Florida law and its corporate status is active. Watsco has 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 corporate power and opinion of an independent certified public accountant required by such sectionauthority to enter into and to perform its obligations under each Loan Document to which it is a party. 2. Attached hereto as Schedule 2 Each of Holdings and Holdings II is a corporation, validly existing and in good standing under the attestation report required by Section 5.01(a) laws of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 State of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement Delaware and has made, or has caused all requisite corporate power and authority to be made enter into and to perform its obligations under his/her supervision, each Loan Document to which it is a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statementsparty. 3. A review Each of Holdings III, East Coast Metal, Xxxxx and Germaire is a limited liability company, validly existing and in good standing under the laws of the activities State of the Borrower during such fiscal period Delaware and has been made all requisite limited liability company power and authority to enter into and to perform its obligations under the supervision of the undersigned with a view each Loan Document 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 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 which it is a list of each such Default and its nature and status:]party.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement DateI, the undersigned, [Name of Officer], [Title of Officer] of MTS SYSTEMS CORPORATION (the “Company”), a Minnesota corporation, do hereby certify, solely in my capacity as an officer of the Company and not in my individual capacity, on behalf of the Company, that:_____________, To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference 1. This Certificate is made furnished pursuant to that certain Amended and Restated the Credit Agreement, dated as of September 11July 5, 2013 (as amended2016, restated, extended, supplemented or otherwise modified in writing from time to timeamong MTS Systems Corporation, the “Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Foreign Subsidiary Borrower”)Borrowers party thereto, the Lenders from time to time and agents party thereto, and JPMorgan Chase Bank, N.A., N.A. as Administrative AgentAgent (as the same may be amended, Swingline Lender and Issuing Banksupplemented or otherwise modified from time to time, the “Credit Agreement”). The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the BorrowerUnless otherwise defined herein, and that, as such, he/she is authorized to execute and deliver capitalized terms used in this Certificate to shall have the Administrative Agent on meanings set forth in 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 sectionCredit Agreement. 2. Attached hereto as Schedule 2 is I have reviewed the attestation report required by Section 5.01(a) terms of the Credit Agreement as and I have made, or have caused 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) be made under my supervision, a detailed review of the Agreement for the fiscal quarter transactions and conditions 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 Company and 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 Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP as at such date and for such periodconsistently applied, subject only to normal year-end audit adjustments and the absence of footnotes.]; 23. The undersigned has reviewed examinations described in paragraph 2 did not disclose, except as set forth below, and is familiar with I have no knowledge of (i) the terms existence of any condition or event which constitutes a Default at the Agreement and has made, or has caused to be made under his/her supervision, a detailed review end of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements. 3. A review statements or as of the activities date of this Certificate or (ii) any change in GAAP or in the application thereof that has occurred since the date of the Borrower during such fiscal period has been made under the supervision audited financial statements referred to in Section 3.04 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 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:]Credit 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_ASSIGNMENT AND ASSUMPTION EXHIBIT B [Form of Subsidiary Joinder Agreement] SUBSIDIARY JOINDER AGREEMENT ____________, To: 200__ To JPMorgan Chase Bank, N.A., as Administrative Agent 0000 Xxxxxx, 10th Floor Houston, Texas 77002-8069 Each of the Lenders party to the Credit Agreement referred to below Re: SUBSIDIARY JOINDER AGREEMENT Ladies and Gentlemen: Reference is made to that certain Amended and Restated the Credit Agreement, Agreement (the "CREDIT AGREEMENT") dated as of September 11March 27, 2013 2003 between AXIS Capital Holdings Limited (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 Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”"AXIS HOLDINGS"), the Lenders from time to time Subsidiary Account Parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative AgentAgent (the "ADMINISTRATIVE AGENT"). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. AXIS Holdings and the "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 Credit Agreement, Swingline Lender in order to designate the Subsidiary Account Party as a Subsidiary Account Party under the Credit Agreement. Accordingly, AXIS Holdings and Issuing Bank. The undersigned Responsible Officer the Subsidiary Account Party hereby certifies represent and warrant and agree that as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, "Effective Date" (as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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:]defined below):

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________, To: JPMorgan Chase Citizens Bank, N.A.N.A. Attention: Xxxx Xxxxx 00 Xxxxx Xxxxxx, as Administrative Agent Ladies and GentlemenXxxxx 0000 Xxxxxx, XX 00000 Telephone: Reference is made to that certain Amended and Restated [redacted] Fax: [redacted] Email [redacted] Re: Credit Agreement, dated as of September 11June 21, 2013 2019 (as amended, restated, extendedamended and restated, refinanced, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands CorporationApria Healthcare Group Inc., a Delaware corporation (the “Borrower”), Tupperware International Apria Holdings B.V.LLC, a private Delaware limited liability company organized under the laws (together with any of the Netherlands (the its successors, “Subsidiary BorrowerHoldings”), the Lenders other Guarantors from time to time party thereto, and JPMorgan Chase Citizens Bank, N.A., as Administrative Agent, Swingline Collateral Agent, Swing Line Lender and Issuing Bank. an L/C Issuer, and each lender from time to time party thereto Dear Sir or Madam: The undersigned Responsible Officer (the “Proposed Affiliate Assignee”) hereby certifies as gives you notice, pursuant to Section 10.07(l) of the date hereof that he/she 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 the [_______________], (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 $[_______ of ________], (f) it, in its capacity as a Term Lender under the BorrowerCredit Agreement, and that, as such, he/she is authorized hereby waives any right to execute and deliver this Certificate to bring any action against the Administrative Agent on with respect to the behalf 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, Citizens Bank, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer, and thateach 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”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement. Pursuant to Section 2.05(a)(v)(D) of the Credit Agreement, the 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 Prepayment Notice shall be irrevocable and is subject to the provisions of Section 2.05(a)(v)(D) of the Credit Agreement. The Loan Party hereby represents and warrants to the Auction Agent and [the Term Lenders][each Term Lender of the [____, 20__]3 tranche[s] of the [__]4 Class of Term Loans] as follows: 1. Attached hereto as Schedule The Loan Party will not use proceeds of Revolving Credit Loans or Swing Line Loans to fund this Discounted Loan Prepayment. 1 are the year-end audited financial statements required by Section 5.01(aList multiple tranches if applicable. 2 List applicable Class(es) of the Agreement for the fiscal year 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 the Borrower ended as of the above dateTerm Loans (e.g., together with the report and opinion of an independent certified public accountant required by such section“Initial Term Loans”, “Incremental Term Loans”, “Refinancing Term Loans” or “Extended Term Loans”). 2. Attached hereto as Schedule 2 is [At least ten (10) Business Days have passed since the attestation report required by Section 5.01(a) consummation of the Agreement most 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 Borrower's internal controls Specified Discount, within the Discount Range or at any discount to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto par value, as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has madeapplicable, or has caused in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of any Loan Party’s election not to be accept any Solicited Discounted Prepayment Offers made under his/her supervision, by a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements.Term Lender.]5 3. A review No Default or Event of the activities of the Borrower during such fiscal 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 Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.] [. The Loan Party acknowledges that the following covenants or conditions have not been performed or observed Auction Agent and the following is 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 list Solicited Discounted Prepayment Offer. The Loan Party requests that the Auction Agent promptly notify each Term Lender party to the Credit Agreement of each such Default this Acceptance and its nature and status:]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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. Financial Statement Date:FORM OF COLLATERAL VALUE REPORT ____________, 20__ Xxxxx Fargo Bank, National Association, as Administrative Agent 000 Xxxxx Xxxxxxx Xxxxxx 11th Floor Mail Code: D1053-115 Charlotte, NC 28288-0760 Attn: Xxxx Xxxxx Ladies and Gentlemen: Reference is made to the Third Amended and Restated Credit Agreement, dated as of May 26, 2016, among Everest Re Group, Ltd., a company organized under the laws of Bermuda ("Everest Group"), Everest Reinsurance (Bermuda), Ltd., a company organized under the laws of Bermuda ("Everest Bermuda"), Everest International Reinsurance, Ltd., a company organized under the laws of Bermuda ("Everest International" and, collectively with Everest Group and Everest Bermuda, the "Borrowers"), the Lenders defined therein and Xxxxx Fargo Bank, National Association ("Xxxxx Fargo"), as administrative agent for the Lenders (as amended or otherwise modified from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein. This Collateral Value Report is delivered pursuant to Section 6.11(b) of the Credit Agreement. The date of this Collateral Value Report is _____________, To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies 20__ (the "Report Date"). Set forth on Attachment A is the computation of the Collateral Value of both the Borrower submitting this report and Gentlemen: Reference is made to that the aggregate Collateral Value of the Borrowers and certain Amended and Restated other information required by Section 6.11(b) of the Credit Agreement, dated Agreement as of September 11, 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 Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the __________________________________, 20__ of (the Borrower"Valuation Date"), and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the 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 calculated in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments the definition of "Collateral Value" contained in the Credit Agreement and the absence other provisions of footnotes. 2the Credit Agreement (including Section 8.11 thereof and Schedule 1.1(b) thereto). The undersigned has reviewed hereby certifies that (i) the information on Attachment A correctly sets forth the Collateral Value (in the aggregate and is familiar with the terms for each category of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwiseCollateral) of the Borrower during submitting this report and for all Borrowers and the accounting period covered by Secured Letter of Credit Exposure (in the attached financial statements. 3. A review aggregate and with respect to Secured Letters of Credit issued for the account of the activities Borrower) as of the Valuation Date; (ii) the aggregate Secured Letter of Credit Exposure does not exceed the aggregate Collateral Value as of the Valuation Date; (iii) the Secured Letter of Credit Exposure with respect to Secured Letters of Credit issued for the account of the Borrower during such fiscal period does not exceed the Collateral Value of the Borrower; and (iv) nothing has been made under come to the supervision attention of the undersigned with a view to determining whether during such fiscal period cause the Borrower performed and observed all its Obligations under undersigned to believe that the Loan DocumentsAdministrative Agent, and [to for the best knowledge ratable benefit of the undersigned during such fiscal periodSecured Lenders, does not have a first priority perfected Lien (subject to permitted Liens in favor of Custodians) on and security interest in the Borrower performed and observed each covenant and condition Collateral set forth on Attachment A as of the Loan Documents applicable to it, and no Default has occurred and is continuing.Report Date. [NAME OF XXXXXXXX] [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:]By: Name: Title:

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by any Electronic System facsimile or by email as a “.pdf” or “.tiff” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. Financial Statement 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, ToN.A. 000 X. Xxxxx Street Mail Code: JPMorgan Chase BankNC1-001-05-46 Xxxxxxxxx, N.A., as Administrative Agent XX 00000 Attention: Xxxxxx Xxxxxx Telephone: 000-000-0000; Telecopier: 000-000-0000 Electronic Mail: Xxxxxx.xxxxxx@xxxx.xxx Ladies and Gentlemen: [Reference is hereby made to that certain Amended and Restated Second Lien Credit Agreement, dated as of September 11August 4, 2013 2017 (as the same may be amended, restated, extendedamended and restated, supplemented or otherwise modified in writing from time to time, the “Second Lien Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), by and among Tupperware Brands CorporationHayward Industries, Inc., a Delaware New Jersey corporation (as survivor of the Merger (as defined in the Second Lien Credit Agreement) with Hayward Acquisition Corp., a New Jersey corporation) (the “Borrower”), Tupperware International Holdings B.V.Hayward Intermediate, Inc., a private limited liability company organized under the laws of the Netherlands Delaware corporation (the “Subsidiary BorrowerHoldings”), the Lenders from time to time party theretothereto and Bank of America, N.A. in its capacities as administrative agent and JPMorgan Chase Bank, N.A., as collateral agent (the “Administrative Agent, Swingline Lender and Issuing Bank”). The undersigned Responsible Officer hereby gives you notice (the “Borrowing Request”) pursuant to Section 2.03 of the Second Lien Credit Agreement of its request of a Borrowing (the “Requested Borrowing”) under the Second 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) [●] (B) Aggregate Amount of Requested Borrowing $[●] 1 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 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 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 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. (C) Type of Requested Borrowing2 [●] (D) Class of Requested Borrowing [●] (E) Interest Period3 (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 Second Lien Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof that he/she is the ____________________________________ of the Borrower, Requested Borrowing with the same effect as though such representations and that, as such, he/she is authorized to execute warranties had been made on 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 date 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(aRequested Borrowing; provided that (A) of the Agreement as to the Borrower's internal controls to the extent required pursuant that any representation and warranty specifically refers to Section 404 a given date or period, it is true and correct in all material respects as of Xxxxxxxx-Xxxxxsuch 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. 1(B) At the time of and immediately after giving effect to the Requested Borrowing, no Default or Event of Default exists.]4 [This Borrowing Request (and the Requested Borrowing) is conditioned on the consummation of [ ]5 prior to or substantially simultaneously with the Requested Borrowing.]6 2 State whether a LIBO Rate Borrowing or ABR Borrowing. Attached hereto as Schedule 1 are If no Type of Borrowing is specified, then the unaudited financial statements Requested Borrowing shall be an ABR Borrowing. 3 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. 4 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 Section 5.01(bthe applicable Additional Lenders and (ii) of Borrowings under any Refinancing Amendment and/or Extension to the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered extent not otherwise required by the attached financial statementsapplicable lenders in respect thereof. 5 Identify applicable permitted acquisition, investment or irrevocable repayment or redemption of Indebtedness that such Requested Borrowing is being used to fund. 3. A review of the activities of the Borrower during such fiscal 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 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:___________66639525_6 October __, To: JPMorgan Chase 2015 MUFG Union Bank, N.A., as Administrative Agent and a Lender 000 Xxxxx Xxxxxxxx Xxxxxx, 15th Floor Los Angeles, California 90071 The Lenders listed on Schedule I hereto Ladies and Gentlemen: Reference is made to that certain Amended I am Vice President and Restated General Counsel of Tucson Electric Power Company, an Arizona corporation (the “Company”), and have acted as such in connection with the Credit Agreement, dated as of September 11October __, 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)2015, among Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”)Company, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., SunTrust Bank and Xxxxx Fargo Bank, National Association, as Co-Syndication Agents, The Bank of Nova Scotia and U.S. Bank National Association, as Co-Documentation Agents, and MUFG Union Bank, N.A., as Administrative AgentAgent (the “Credit Agreement”). In so acting I have reviewed all corporate proceedings of the Company in connection with the authorization, Swingline Lender execution and Issuing Bank. The undersigned Responsible Officer hereby certifies as delivery of the Credit Agreement, the promissory notes executed and delivered by the Company on the date hereof that he/she is pursuant to Section 2.09(e) of the Credit Agreement (the “Notes”) and the fee letter agreement, dated October ____________________________________ , 2015, between the Company and MUFG Union Bank, N.A., as Administrative Agent (the “Fee Letter”). I have also examined such other documents and satisfied myself as to such other matters as I have deemed necessary as a basis for the opinions set forth below. I have relied as to various questions of fact upon the representations and warranties of the BorrowerCompany contained in the Credit Agreement and the certificates of public officials and officers of the Company delivered thereunder. Unless otherwise specified herein, capitalized terms used herein have the respective meanings set forth in the Credit Agreement. Based upon and subject to the foregoing, and that, as such, he/she is authorized to execute and deliver this Certificate subject also to the Administrative Agent on the behalf qualifications hereinafter set forth, I am of the Borrower, and opinion that: 1. Attached hereto as Schedule 1 are The Company (a) is duly organized, validly existing and in good standing under the year-end audited financial statements required by Section 5.01(a) laws of the Agreement for jurisdiction of its organization, and (b) has the fiscal year of corporate power and authority to own and operate its property, to lease the Borrower ended property it operates as of lessee and to conduct the above datebusiness in which it is currently engaged. 66799602_3 October __, together with the report and opinion of an independent certified public accountant required by such section. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.2015 2. The undersigned Company has reviewed the corporate power and is familiar with authority (a) to execute, deliver and perform the terms Credit Agreement, the Notes and the Fee Letter and (b) to borrow Loans and request the issuance of Letters of Credit under the Credit Agreement. The Company has taken all necessary corporate action to authorize (i) the execution, delivery and performance of the Agreement Credit Agreement, the Notes and has made, or has caused to be made the Fee Letter and (ii) the borrowings of Loans and requests for issuance of Letters of Credit 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 statementsCredit Agreement. 3. A review The Credit Agreement, the Notes and the Fee Letter have been duly and validly executed and delivered on behalf of the activities Company. The Credit Agreement, the Notes and the Fee Letter constitute legal, valid and binding obligations of the Borrower during such fiscal period has been made Company, enforceable against it in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and subject to any principles of public policy limiting the right to enforce indemnification or contribution provisions contained in the Credit Agreement with respect to liabilities under 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 Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuingfederal or state securities laws.] [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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________, To: JPMorgan Chase PNC Bank, N.A., National Association as Administrative Agent The Tower at PNC Plaza 000 Xxxxx Xxx., 00xx Xxxxx Xxxxxxxxxx, XX 00000 Attn: Xxxxxx Companies Account Manager Each Lender party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Loan Agreement, dated as of September 11November 1, 2013 2018 (as amended, restated, extendedreplaced, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands CorporationThe Xxxxxx Companies, Inc., a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V.PNC Bank, a private limited liability company organized under the laws of the Netherlands National Association, as administrative agent (the “Subsidiary BorrowerAdministrative Agent”), the Lenders and each lender from time to time party thereto, thereto (the “Lenders”). Capitalized terms used herein and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Banknot otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The undersigned Responsible Officer hereby certifies as Pursuant to Section 5.01(c) of the date hereof that he/she is Credit Agreement, the ____________________________________ of undersigned hereby certifies, in the Borrowercapacity set forth below and not in any individual capacity, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on and the behalf Lenders as follows: (a) I am the duly elected [Chief Financial Officer]1 of the Borrower. (b) I am familiar with the terms of the Credit Agreement and the other Loan Documents, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) I have made, or have caused to be made under my supervision, a review in reasonable detail of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report transactions 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 conditions of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy (or other electronic transmission) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A.Each of the Lenders (as defined below) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent for such Lenders c/o DEUTSCHE BANK TRUST COMPANY AMERICAS [] [] [] Attention: [] Ladies and Gentlemen: Reference This Compliance Certificate is made being delivered pursuant to that certain Amended and Restated Section 5.01[(a)][(b)] of the Credit Agreement, Agreement dated as of September 11March 17, 2013 2010 (as amended, restated, extendedamended and restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands CorporationSOLUTIA INC., a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under ; the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders lending institutions from time to time parties thereto (the “Lenders”); DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent for the Lenders, as collateral agent for the Secured Parties, as swing line lender and as an issuer; DEUTSCHE BANK SECURITIES INC.; and the other agents party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the BorrowerBorrower hereby certifies, represents and thatwarrants that as of [ ] (the “Test Date”):1 (a) the Fixed Charge Coverage Ratio was _:1.0, as computed on Attachment 1 hereto and such amount [complies] [does not comply] with the provisions of Section 6.12 of the Credit Agreement; 1. Attached (b) the Total Leverage Ratio was _:1.0, as computed on Attachment 2 hereto and such ratio [complies] [does not comply] with the provisions of Section 6.13 of the Credit Agreement; (c) [the Total Net Leverage Ratio was _:1.0, as Schedule computed on Attachment 3 hereto;]2 (d) [the Excess Cash Flow for the fiscal year ending on the Test Date was [ ], which computation is set forth on Attachment 4 hereto; and]3 1 are the year-end audited Test Date should be date of most recent financial statements required by delivered under Section 5.01 of the Credit Agreement. 2 Include Total Net Leverage Ratio calculations on certificates delivered pursuant to Section 5.01(a) of the 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 sectionCredit Agreement. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. Financial Statement Date:_____________EXHIBIT F-l TO CREDIT AND GUARANTY AGREEMENT 1. We are the chief financial officer and an Authorized Officer of MR DEFAULT SERVICES LLC, To: JPMorgan Chase Banka Delaware limited liability company (“MR”), N.A.E-DEFAULT SERVICES LLC, as Administrative Agent Ladies a Delaware limited liability company (“E-Default”), STATEWIDE TAX AND TITLE SERVICES LLC, a Delaware limited liability company (“STT”), STATEWIDE PUBLISHING SERVICES LLC, a Delaware limited liability company (“Statewide Publishing” and, together with MR, E-Default and Gentlemen: Reference is made STT on a joint and several basis, “Borrowers”) and MR PROCESSING HOLDING CORP., a Delaware corporation (“Holdings”). 2. We refer to that certain Amended the Credit and Restated Credit Guaranty Agreement, dated as of September 11February 24, 2013 2006 (as it may be amended, restatedsupplemented, extended, supplemented restated or otherwise modified in writing from time to timemodified, the “Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Tupperware Brands CorporationBorrowers, a Delaware corporation (the “Borrower”)Holdings, Tupperware International Holdings B.V.certain subsidiaries of Borrowers, a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”)as Guarantors, the Lenders party thereto from time to time party theretotime, and JPMorgan Chase Bank, N.A.THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent, Swingline Lender Collateral Agent and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the BorrowerDocumentation Agent, and thatRBS SECURITIES CORPORATION as Sole Lead Arranger, as such, he/she is authorized to execute Sole Book Runner 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 sectionSyndication Agent. 23. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has We have reviewed and is familiar with the terms of Articles 3 and 4 of the Credit Agreement and has the definitions and provisions contained in the Credit Agreement relating thereto, and in our opinion we have made, or has have caused to be made under his/her our supervision, a detailed review of the transactions such examination or investigation as is reasonable 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 fiscal period has been made under the supervision of the undersigned with a view necessary to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and [enable us to express an informed opinion as to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable matters referred to it, and no Default has occurred and is continuingherein.] [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 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by any Electronic System telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this 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 YorkYork without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction. Financial Statement Date:_____________UBS AG, To: JPMorgan Chase Bank, N.A.Stamford Branch, as Administrative Agent for the Lenders referred to below, 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Banking Products Services Agency Ladies and Gentlemen: Reference is made to that certain Amended and Restated the Credit Agreement, Agreement dated as of September 11April 7, 2013 2014 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined)) among cpi international, among Tupperware Brands Corporationinc., a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V.cpi international holding corp., a private limited liability company organized 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. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the laws 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 Netherlands 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 Agent prior to 12:00 noon, New York City time on the date hereof, otherwise one Business Day following the date of delivery hereof, and (b) three Business Days following the date hereof in the case of a Borrowing into Eurodollar Loans to the extent this Borrowing Request is delivered to the 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. 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 “Subsidiary Credit Agreement”) among cpi international, inc., a Delaware corporation (“Borrower”), cpi international holding corp., a Delaware corporation (“Holdings”), the Lenders from time to time Subsidiary Guarantors party thereto, the Lenders and JPMorgan Chase BankUBS AG, N.A.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, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of “Collateral Agent”) for the date hereof that he/she is Secured Parties (capitalized terms used but not defined herein shall have the ____________________________________ of meanings given to them in the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that:Credit Agreement): 1. a. [Attached hereto as Schedule 1 are the year-end audited financial statements required detailed calculations demonstrating compliance by Borrower, Holdings and each Subsidiary Guarantor with Section 5.01(a) 6.09 of the Agreement for Credit Agreement. Borrower, Holdings and the fiscal year of the Borrower ended Subsidiary Guarantors are in compliance with such Section as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 2. date hereof.]30 [Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to are detailed calculations setting forth the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. ’s Excess Cash Flow.]31 Attached hereto as Schedule 1 are 3 is [(i)] a reconciliation of Consolidated EBITDA to the unaudited financial statements net income set forth on the statement of income [and (ii) the report of an accounting firm setting forth the items required by Section 5.01(b5.01(c)(ii) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.Credit Agreement.]32 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 b. [to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no No Default has occurred and is continuing.] [continuing under the following covenants or conditions have Credit Agreement which has not been performed 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 equal to or observed and less than 30% of the following is a list Revolving Commitments of each all Lenders as of the last day of such Default and its nature and status:]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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment 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. Financial Statement Date:_____________Xxxxxx Xxxxxxx Senior Funding, To: JPMorgan Chase Bank, N.A.Inc., as Administrative Agent for the Lenders party to the Credit Agreement referred to below 0 Xxx Xxxx Xxxxx, Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxx / Xxxx Xxxx Ladies and Gentlemen: Reference is made The undersigned, Twitter, Inc. (the “Borrower”), refers to that certain Amended and Restated the Revolving Credit Agreement, dated as of September 11October 22, 2013 (as amended, restated, extendedamended and restated, modified, extended and/or supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; ,” the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders lenders from time to time party theretothereto (each a “Lender” and collectively, the “Lenders”) and JPMorgan Chase Bank, N.A.you, as Administrative AgentAgent for such Lenders, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as gives you notice, irrevocably, pursuant to Section 2.03 of the date hereof Credit Agreement, that he/she is the ____________________________________ of undersigned hereby requests a Borrowing under the BorrowerCredit Agreement, and that, in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) 2.03 of the Agreement Credit Agreement: (i) The Business Day of the Proposed Borrowing is 20 .1 (ii) The aggregate principal amount of the Proposed Borrowing is [ ].2 (iii) The Proposed Borrowing is to consist of [ABR Loans] [Eurodollar Loans]. [(iv) The initial Interest Period for the 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 Proposed Borrowing is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his[one/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting two/three/six/ twelve months][insert period covered by the attached financial statements. 3. A review of the activities of the Borrower during such fiscal 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 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:]less than one month].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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________To the Lenders and the Administrative Agent c/o JPMorgan Chase Bank, ToN.A. as Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: I am the General Counsel of Limited Brands, Inc., a Delaware corporation (the “Company”), and have acted on behalf of the Company and its subsidiaries in connection with the Amendment and Restatement Agreement (Term Loans) dated as of August 3, 2007 (the “Amendment and Restatement”) among the Company, the lenders listed on the signature pages thereof (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent Ladies (the “Administrative Agent”) in respect of the Amended and Gentlemen: Reference Restated Term Loan Credit Agreement (the “Original Credit Agreement” and, as amended and restated pursuant to the Amendment and Restatement, the “Amended and Restated Credit Agreement”) dated as of March 22,2006 among the Company, the lenders and the Administrative Agent. Terms defined in the Amended and Restated Credit Agreement are used herein as therein defined. I, or individuals under my direction, have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. Based upon the foregoing, and subject to the qualifications set forth below, I am of the opinion that: 1. The Company is made a corporation validly existing and in good standing under the laws of its jurisdiction of organization and has all corporate power and authority required to that certain carry on its business as now conducted, except any such power and authority the absence of which would not reasonably be expected to have a material adverse effect on the business, consolidated financial condition or consolidated results of operations of the Company and the Consolidated Subsidiaries considered as a whole. The Amendment and Restatement has been duly executed and delivered by the Company. The Lenders and the Administrative Agent August 3, 2007 2. The execution and delivery by the Company of the Amendment and Restatement, and the performance by the Company of the Amendment and Restatement and Amended and Restated Credit Agreement, dated are within the Company’s corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official (other than the filing of reports with the Securities and Exchange Commission) and do not contravene, or constitute a default under, any provision of applicable United States Federal or Ohio State law or regulation or of the certificate of incorporation or by-laws of the Company or, to the best of my knowledge, of any judgment, injunction, order or decree or any material agreement or other material instrument binding upon the Company. 3. Except for the litigation that is referred to in the Company’s Annual Report on Form 10-K for the fiscal year ended February 3,2007 or the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 5, 2007, as to which, with your permission, I express no opinion (but as to which, to the best of September 11, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to timemy knowledge, the “Agreement”; the capitalized terms defined therein being used herein as therein defineddisclosure contained in such Annual Report and such Quarterly Report is not materially misleading), among Tupperware Brands Corporationto the best of my knowledge, there is no action, suit or proceeding pending against, threatened against or affecting the Company before any court: or arbitrator or any governmental body, agency or official in which there is, in my good faith judgment, a reasonable possibility of an adverse decision that would reasonably be expected to materially adversely affect the business, consolidated financial condition or consolidated results of operations of the Company and the Consolidated Subsidiaries considered as a whole or which expressly contests the validity of the Amended and Restated Credit Agreement. I am a member of the bar of the State of Ohio and the foregoing opinion is limited to the laws of the State of Ohio, the Federal laws of the United States of America and the Delaware General Corporation Law. This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by any other person without my prior written consent. Very truly yours, /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx 450 LEXINGTON AVENUE NEW YORK, NY 00000 000 000 0000 FAX 000 000 0000 MENLO PARK WASHINGTON, D.C. LONDON PARIS FRANKFURT MADRID TOKYO BEIJING HONG KONG To the Lenders and the Administrative Agent c/o XX Xxxxxx Chase Bank, N.A. as Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: We have acted as special New York counsel for Limited Brands, Inc., a Delaware corporation (the “BorrowerCompany”), Tupperware International Holdings B.V.in connection with the Amendment and Restatement Agreement (Term Loans) dated as of August 3, a private limited liability company organized under the laws of the Netherlands 2007 (the “Subsidiary BorrowerAmendment and Restatement”)) among the Company, the Lenders from time to time party thereto, lenders listed on the signature pages thereof (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”) in respect of the Amended and Restated Term Loan Credit Agreement (the “Original Credit Agreement” and, Swingline Lender as amended and Issuing Bank. The undersigned Responsible Officer hereby certifies restated pursuant to the Amendment and Restatement, the “Amended and Restated Credit Agreement”) dated as of March 22, 2006, among the date hereof that he/she is Company, the ____________________________________ lenders from time to time party thereto and the Administrative Agent. Terms defined in the Amended and Restated Credit Agreement and not otherwise defined herein are used herein as therein defined. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. Based upon the foregoing, and subject to the qualifications set forth below, we are of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and opinion that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) Each of the Amendment and Restatement and the Amended and Restated Credit Agreement for the fiscal year constitutes a valid and binding agreement of the Borrower ended as of The Lenders and the above dateAdministrative Agent 2 August 3, together with 2007 Company, enforceable against 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 Company in accordance with GAAP as at such date and for such periodits terms, subject only to normal year-end audit adjustments applicable bankruptcy, insolvency and the absence similar laws affecting creditors’ rights generally, equitable principles of footnotesgeneral applicability and concepts of reasonableness. 2. The undersigned has reviewed execution and is familiar with delivery by the terms Company of the Agreement Amendment and has madeRestatement, or has caused to be made under his/her supervision, a detailed review and the performance by the Company of the Amendment and Restatement and the Amended and Restated Credit Agreement, do not contravene any provision of New York State law or regulation that in our experience is normally applicable to general business corporations in relation to transactions and condition (financial or otherwise) of the Borrower during the accounting period covered type contemplated by the attached financial statementsAmendment and Restatement and the Amended and Restated Credit Agreement. 3. A review of the activities of the Borrower during such fiscal period has been made The Company is not required to register as an “investment company” under the supervision Investment Company Act of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents1940, and [to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuingas amended.] [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. (a) Pledgee and its assigns shall have no obligation in respect of the Collateral, except to use reasonable care in holding the Collateral and to hold and dispose of the same in accordance with the terms of this Agreement. Pledgee shall be deemed to have used reasonable care in holding the Collateral if it exercises the same degree of care with respect to the Collateral as it exercises with respect to its own property. (b) The Issuer, on its own behalf and on behalf of its successors and assigns, solely in its capacity as issuer of the Collateral, hereby acknowledges Pledgee's security interest in the Collateral and further agrees (i) to deliver to Pledgee any and all instruments and/or certificates evidencing any right, option or warrant, and all new, additional or substituted securities issued to Pledgor by virtue of its ownership of the Pledged Securities or upon exercise by Pledgor of any option, warrant or right attached to the Pledged Securities owned by Pledgor, and (ii) upon written notice by Pledgee that an Event of Default has occurred and is continuing (which notice shall be conclusive), to pay Pledgee any and all cash dividends which might be declared and payable (including any unpaid dividend accrued prior to the date of such notice) on such Pledged Securities. Any and all actions taken by the Issuer pursuant to this paragraph (b) shall be deemed to have been taken upon the irrevocable request and instructions of Pledgor, and are hereby confirm (c) Any notice or other communication given hereunder shall be in writing and sent by registered or certified mail, postage prepaid, or by telecopy, as follows: If to Pledgor: American International Petroleum Corp. 444 Madison Avenue New York, NY 10022 Attention: Dr. George N. Faris Xxxxxxxxxx Xx. (000) 000-0000 Xx xx Pledgee: MG Xxxxx Xxxxxxx Xxxx. 520 Madison Avxxxx Xxx Xxxx, NY 10022 Attention: President Telecopiex (000) 000-0000 Xx xx Xxxxxx: Xxxxxntile International Petroleum, Inx. Xxxxxxxxxxx House 9 Westhill Street P.O. Box N-10543 Nassau, Bahamas Xxxxxxxxx: Xxxxxxx Xxxxxxxx Xxxxxxxier No. (242) 356-0201 If to the Custodian: Xxxxx Xxxxxxx Xravante & Markel XXX 0000 Xxxxdway New York, New York 00006 Xxxxxxxxx: Xxxhlexx X. Frankxxx, Xxx./Xxxxxxx Xxxxx, Xxx. Xxxxxxxxxr No. (212) 900-0000 Xxx xxxxx xereto mxx xxxxxx xxx address for notice by xxxxxx xxxxxe thereof to the other party in accordance with the provisions of this paragraph. (d) No failure on the part of Pledgee to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Pledgee of any right, power or remedy hereunder preclude any other or future exercise thereof, or the exercise of any other right, power or remedy. The remedies herein provided are cumulative and are not exclusive of any remedies provided by law or any other agreement. The representations, covenants and agreements of Pledgor and the Issuer herein contained shall survive the date hereof. This Assignment and Assumption Agreement shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assignslegal representatives. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT THAT ALL MATTERS INVOLVING SECURITY INTERESTS IN AND/OR LIENS ON COLLATERAL LOCATED IN STATES OTHER THAN NEW YORK SHALL BE GOVERNED BY THE LAW OF THE STATE IN WHICH THE SUBJECT COLLATERAL IS LOCATED. (e) This Agreement and the other agreements to which it refers constitute the complete agreement between the parties with respect to the subject matter and may not be changed, modified, waived, amended or terminated orally, but only by a writing signed by the party to be charged. There are no agreements between the parties with respect to the subject matter which are not in a writing signed by the party to be charged. This Assignment Agreement replaces any and Assumption all proposals, commitments and promises with respect to the subject matter, all of which are merged herein and replaced hereby. (f) The Pledged Securities, in form acceptable for transfer, shall be held in the custody of Duker Barrett Gravante & Markel LLP (the "Custodian"). Upon recxxxx by xxx Xxxxxxxxx xx a cexxxx Xefault has occurred or that Pledgor has made a demand to liquidate a portion of the Pledged Securities pursuant to Section 9(a)(iii) of this Agreement, the Custodian shall deliver the Pledged Securities to Pledgee or to a broker, on Pledgee's behalf, pursuant to Section 9(a)(iii) of this Agreement. Upon receipt by the Custodian of a certificate signed by the Pledgee stating that the Borrower's and Pledgor's Obligations to Pledgee, have been satisfied in full or this Agreement is terminated, the Custodian shall deliver the Pledged Securities to the Pledgor. The Custodian shall exercise reasonable care in the custody of the Pledged Securities in its possession at any time, but shall be deemed to have exercised reasonable care if the Pledged Securities are accorded treatment substantially equal to that which the Custodian accords its own property (it being understood that the Custodian shall have no responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relevant the Pledged Securities and whether or not the Custodian has or is deemed to have knowledge of such matters), unless the Custodian is expressly directed to take such action upon written request of Pledgee, but no failure to comply with any such request nor any omission to do any such act requested by the Pledgee shall be deemed a failure to exercise reasonable care, nor shall any failure of the Custodian to take necessary steps to preserve rights against any parties with respect to the Pledged Securities in its possession be deemed a failure to exercise reasonable care. The Custodian shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind unless caused by its wilful misconduct or gross negligence. The Custodian may act in reliance upon any instrument or signature believed to be genuine and may assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so. The Custodian does not have and will not have any interest in the Pledged Securities, but is serving only as Custodian and having only possession thereof. Upon delivery of the Pledged Securities to Pledgor or Pledgee pursuant to this Paragraph 15(f), Custodian shall be fully released from all liability and obligations with respect to the Pledged Securities. Pledgee, Pledgor and Issuer (solely with respect to the Issuer, as to events resulting from a breach of its representations heand hold harmless the Custodian and its partners, employees and agents from and against any and all claims, injuries, losses, damages, penalties, actions, judgments, suits, liabilities, costs and expenses of whatever kind or nature (including, without limitation, fees and disbursements of counsel) which may at any time be asserted against, imposed upon or incurred by the Custodian or any of is partners, employees or agents in any way relating to or arising out of or concerning Custodian's duties or services hereunder. If any action, claim or proceeding shall be brought or asserted against the Custodian or any of its partners, employees or agents in respect of which indemnity may be executed sought from Pledgee, Pledgor and/or Issuer (solely with respect to the Issuer, as to events resulting from a breach of its representations hereunder) the Custodian or any such partner, employee or agent shall have the right to employ counsel of its choice in the defense of any number such action, claim or proceeding and the fees and expenses of counterpartssuch counsel shall be immediately paid by Pledgee, which together shall constitute one instrumentPledgor and/or Issuer (solely with respect to the Issuer, as to events resulting from a breach of its representations hereunder) to the Custodian or such counsel upon the Custodian's request. Acceptance and adoption The respective indemnities of the terms Pledgee, Pledgor and the Issuer set forth in and made pursuant to this Agreement will remain in full force and effect and will survive the termination of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature Agreement. (i) All actions or delivery of an executed counterpart of a signature page of proceedings with respect to this Assignment and Assumption by any Electronic System 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 instituted exclusively in accordance with, the law courts of the State of New York. Financial Statement Date:_____________, To: JPMorgan Chase BankNew York County or the United States District Court sitting in New York, N.A.New York, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Amended by execution and Restated Credit delivery of this Agreement, dated as all parties irrevocably and unconditionally submit to the personal jurisdiction of September 11, 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 Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party theretoeach such court, and JPMorgan Chase Bankirrevocably and unconditionally waive (X) any objection to the propriety of jurisdiction, N.A.service of process or venue in any of such courts, as Administrative Agent(Y) anyy claim that any action or proceeding brought in any of such courts has been brought in an inconvenient forum. (ii) The Issuer hereby irrevocably designates, Swingline Lender appoints and Issuing Bank. The undersigned Responsible Officer hereby certifies as of empowers C T Corporation Systems with offices on the date hereof that he/she is the ____________________________________ of the Borrowerat 1633 Broadway, N.Y., N.Y. 10019 as its designee, appointee and axxxx xx xxxxxxx, xxxxxx xxx xxxxxwledge for and on its behalf, and thatin respect of its property, service of any and all legal process, summons, notices and documents which may be served in any action or proceeding arising out of or related to this Agreement. If for any reason such designee, appointee and agent shall cease to be available to act as such, he/she is authorized Issuer agrees to execute designate a new designee, appointee and deliver agent in the State of New York on the terms and for the purposes of this Certificate provision satisfactory to Pledgee. Issuer further irrevocably consents to service of process out of court in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the Administrative Agent on the behalf address for notice of the BorrowerIssuer herein, such notice to become effective 30 days after such mailing. Nothing herein shall affect the right of the Pledgee to serve process in any other manner permitted by law or to commence legal proceedings or otherwise against Issuer, as the case may be, in any other jurisdiction. (h) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, 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 datesuch counterparts, 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 conditiontogether, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments shall constitute one and the absence of footnotes. 2same instrument, which shall be sufficiently evidenced by any such original counterpart. The undersigned has reviewed and is familiar with Capitalized terms used but not defined herein shall have the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 same meaning as in the Loan Documents, and [to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuingAgreement.] [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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy or electronic mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________EXHIBIT B FORM OF CONVERSION NOTICE Barings Private Credit Corporation CLO 2023-1 Ltd. c/o Walkers Corporate (Bermuda) Limited Park Place 55 Par-La-Ville Road Xxxxxxxx HM11 Bermuda Barings Private Credit CLO 2023-1, ToLLC c/x Xxxxxxx & Associates 000 Xxxxxxx Xxxxxx, Xxx. 000 Xxxxxx, XX 19711 State Street Bank and Trust Company 0000 Xxxxxxxx Xxxxx, Mail Stop: JPMorgan Chase BankJAB0527 North Quincy, N.A.Massachusetts 02171 Barings Private Credit Corporation 000 Xxxxx Xxxxx Xxxxxx, as Administrative Agent Ladies and Gentlemen: Suite 2500 Charlotte, NC 28202 S&P Global Ratings 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Reference is hereby made to that certain Amended and Restated Credit Agreementthe class A-1a credit agreement, dated as of September 1117, 2013 2024 among Barings Private Credit Corporation CLO 2023-1 Ltd., as borrower, Barings Private Credit Corporation CLO 2023-1, LLC, as co-borrower, various financial institutions and other persons which are, or may become, parties thereto as Lenders (the "Lenders") and State Street Bank and Trust Company, as amendedloan agent and collateral trustee (the "Class A-1A Credit Agreement"), restated, extended, as the same may be supplemented or otherwise modified in writing from time to time, the “Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders amended from time to time party theretoin accordance with its terms. Capitalized terms used but not defined herein shall have the meanings given them in the Class A-1A Credit Agreement. [Pursuant to Section 3.7 of the Class A-1A Credit Agreement, and JPMorgan Chase Bankthe undersigned hereby provides notice to the Co-Borrowers, N.A.the Collateral Trustee, as Administrative the Loan Agent, Swingline Lender the Collateral Manager and Issuing Bankany Rating Agency that it is exercising the Conversion Option. The undersigned Responsible Officer hereby certifies as that it holds Aggregate Outstanding Amount of the date hereof that he/she is Secured Loans in the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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:]amount of

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________To each of the Lenders party to the Amended and Restated Credit Agreement dated as of November 18, To: JPMorgan Chase Bank2022 among AT&T Inc., said Xxxxxxx and Citibank, N.A., as Administrative Agent for said Xxxxxxx, and to Citibank, N.A., as Agent Ladies and Gentlemen: Reference is made I am the Assistant Vice President – Senior Legal Counsel and Assistant Secretary of AT&T Inc., a Delaware corporation (the “Company”). I am providing this opinion to that certain you pursuant to Section 3.01(g)(iv) of the Amended and Restated Credit Agreement, dated as of September 11November 18, 2013 2022 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporationthe Company, the Lenders party thereto and Citibank, N.A., as Agent for said Xxxxxxx. Except as otherwise indicated, initially capitalized terms used in this opinion without definition shall have the meanings assigned to such terms in the Credit Agreement. In my capacity as Assistant Vice President – Senior Legal Counsel and Assistant Secretary, I have reviewed or been made aware of the terms of those corporate and other records and documents I considered appropriate, including the Credit Agreement. As to certain matters of fact, I have relied upon (i) representations of the Company set forth in, and the certificates of public officials and certain officers of the Company delivered pursuant to, the Credit Agreement and (ii) oral or written statements and representations of individuals upon whom I believe I am justified in relying. As to certain opinions expressed herein, I have relied on the opinions of members of the AT&T Legal Department upon whom I believe I am justified in relying. I have also examined or caused to be examined such other instruments and have made or directed to be made such other investigations as I have deemed necessary in connection with the opinions set forth below. With respect to my consideration of those questions of law that I have considered relevant for this opinion, I have relied upon the certifications, representations, opinions and conclusions of law of various attorneys in the AT&T legal department with responsibility, in whole or in part, for the areas that are the subject of the opinions set forth herein. I have assumed the genuineness of all signatures, the legal capacity of all natural persons executing agreements, instruments or documents, the completeness and authenticity of all documents submitted to me as originals and the conformity with originals of all documents submitted to me as copies. On the basis of such analysis, my reliance upon the assumptions in this opinion and my consideration of such questions of law that I considered relevant, and subject to the limitations and qualifications in this letter, I am of the opinion that: 1. The Company is a Delaware corporation (the “Borrower”)duly organized, Tupperware International Holdings B.V., a private limited liability company organized validly existing and in good standing under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as State of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotesDelaware. 2. The undersigned Credit Agreement has reviewed been duly authorized, executed and is familiar delivered, and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statementsits terms. 3. A review Neither the execution and delivery of the activities Credit Agreement or the issuance of the Borrower during such fiscal period has been made under Notes, nor the supervision borrowings contemplated thereunder, nor the fulfillment of the undersigned with terms thereof will conflict with, result in a view breach of, or constitute a default under, the charter or bylaws of the Company or the terms of any indenture or other agreement or instrument known to determining whether during such fiscal period me and to which the Borrower performed and observed all its Obligations under Company is a party or by which the Loan DocumentsCompany is bound, and [or any applicable law, order or regulation constituting Included Laws known to me to be applicable to the best knowledge Company of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuingCompany.] [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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A.KeyBank National Association, as Administrative Agent 0000 Xxxxxxxx Xxxx Brooklyn, Ohio 44144 Attention: Agency Services Each Lender party to the Loan Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit $700 Million Term Loan Agreement, dated as of September 11March 1, 2013 2016 (as amended, restated, extendedreplaced, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands CorporationThe Xxxxxx Companies, Inc., a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V.KeyBank National Association, a private limited liability company organized under the laws of the Netherlands as administrative agent (the “Subsidiary BorrowerAdministrative Agent”), the Lenders and each lender from time to time party thereto, thereto (the “Lenders”). Capitalized terms used herein and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Banknot otherwise defined herein shall have the meanings assigned to them in the Loan Agreement. The undersigned Responsible Officer hereby certifies as Pursuant to Section 5.01(c) of the date hereof that he/she is Loan Agreement, the ____________________________________ of undersigned hereby certifies, in the Borrowercapacity set forth below and not in any individual capacity, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on and the behalf Lenders as follows: (a) I am the duly elected [Chief Financial Officer]1 of the Borrower. (b) I am familiar with the terms of the Loan Agreement and the other Loan Documents, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) I have made, or have caused to be made under my supervision, a review in reasonable detail of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report transactions 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 conditions of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements. 3. A (c) The review described in paragraph (b) above did not disclose, and I have no knowledge of, the existence of a Default or Event of Default at the end of the activities accounting period covered by the attached financial statements[, except as set forth below]2. (d) Set forth on Annex I hereto are calculations of the financial covenants set forth in Section 6.06 of the Loan Agreement, as applicable, which calculations show compliance with the terms thereof for the fiscal quarter of the Borrower during such fiscal period has been made under ended [ ]. Very truly yours, 1 Insert title of applicable Financial Officer. 2 If applicable, specify the supervision details of the undersigned Default or Event of Default and any action taken or proposed to be taken with a view to determining whether during such fiscal period the Borrower performed respect thereto. THE XXXXXX COMPANIES, INC. By: Name: Title: [Insert calculations demonstrating compliance with Sections 6.06(a) and observed all its Obligations under the Loan Documents, and [to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition 6.06(b) 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:]Agreement]

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy or email shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 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, 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 Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies the Lenders, care of the Administrative Agent 000 Xxxxxxx Xxxxxxxxxx Xxxx Newark, Delaware 19713 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., an Indiana corporation (the “Company”), its subsidiaries, Cummins Ltd., Cummins Power Generation Ltd., Cummins Generator Technologies Limited, CMI Global Equity Holdings C.V., Cummins Global Financing LP, Cummins EMEA Holdings Limited, Cummins International Holdings Cooperatief U.A., CIFC Worldwide Partner C.V., Power Group International (Overseas Holdings) Limited, CMI UK Financing LP, CMI UK Finance LP, CMI Africa Holdings B.V., and CMI Global Equity Holdings B.V. (collectively, the “Original Subsidiary Borrowers”; the Original Subsidiary Borrowers, together with the Company, the “Opinion Parties”, and individually, an “Opinion Party”), in connection with, and give this opinion pursuant to, Section 4.01(b) of the 364-Day Credit Agreement (the “Credit Agreement”) dated as of the date hereof that he/she is among the ____________________________________ Opinion Parties, the Eligible Subsidiaries referred to therein, the Lenders and Agents party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Swingline Lender and each promissory note (collectively, the “Notes”), if any, dated as of the Borrowerdate hereof made by an Opinion Party and payable to the order of a Lender. Except as otherwise indicated herein, capitalized definitional terms in this opinion have the meanings set forth in the Credit Agreement. The 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 such documents, corporate records, certificates and other instruments as we have deemed necessary or appropriate for purposes of this opinion, 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, 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 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, as suchpower, he/she is authorized and authority to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrowerdeliver, 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 dateperform its obligations under, together with the report and opinion of an independent certified public accountant required by such section. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 Borrower performed and observed each covenant and condition of transactions therein contemplated have been duly authorized by all parties thereto; the Loan Documents applicable to ithave been duly executed, delivered, and no Default has occurred and is continuing.] [the following covenants or conditions have not been performed or observed accepted by all parties thereto; and the following is a list Loan Documents constitute the legal, valid, and binding obligation of each such Default and its nature and status:]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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 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, 2013 This Solvency Certificate (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “AgreementCertificate”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporation) of DENTSPLY International Inc., a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V.and its Subsidiaries is delivered pursuant to Section 4.01(f) of that certain 364-Day Revolving Credit Agreement dated as of July 27, a private limited liability company organized under the laws of the Netherlands 2011 (the “Subsidiary Revolving Credit Agreement”) by and among the Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender Xxxxxx Xxxxxxx Senior Funding, Inc., as Syndication Agent, and Issuing BankXxxxxx Xxxxxxx Senior Funding, Inc. and X.X. Xxxxxx Securities LLC as Joint Bookrunners and Joint Lead Arrangers (the “Arrangers”). The undersigned Responsible Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Revolving Credit Agreement. I, Xxxxxxx X. Xxxxxxxx, solely in my capacity as the duly elected qualified, and acting Chief Financial Officer hereby certifies of the Borrower, DO HEREBY CERTIFY to the Arrangers, the Administrative Agent and the Lenders, as follows: 1. I have carefully reviewed the Revolving Credit Agreement and the other Loan Documents referred to therein (collectively, the “Transaction Documents”) and such other documents as I have deemed relevant and the contents of this Certificate and, in connection herewith, have made such investigation as I have deemed necessary therefore. I further certify that the financial information and assumptions which underlie and form the basis for the representations made in this Certificate were fair and reasonable when made and were made in good faith and continue to be fair as of the date hereof. 2. As of the date hereof that he/she is and immediately after giving effect to the ____________________________________ Transactions: a. the fair value of the property of the Borrower, and thaton a consolidated basis, as suchis greater than the total amount of liabilities, he/she is authorized to execute and deliver this Certificate to including, without limitation, contingent liabilities, of the Administrative Agent Borrower on a consolidated basis; b. the behalf present fair salable value of the assets of the Borrower, and that: 1. Attached hereto as Schedule 1 are on a consolidated basis, is not less than the year-end audited financial statements amount that will be required by Section 5.01(a) to pay the probable liability of the Agreement for Borrower, on a consolidated basis, on its debts as they become absolute and matured; c. the fiscal year of Borrower, on a consolidated basis, does not intend to, nor does it believe that it will, incur debts or liabilities that would be beyond its ability to pay as such debts and liabilities mature; and d. the Borrower ended as of the above dateis not engaged in business or a transaction, 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 are not about to engage in business or a transaction, for which the Borrower's internal controls to ’s property would constitute an unreasonably small capital. For the extent required pursuant to Section 404 purposes of Xxxxxxxx-Xxxxx. 1. Attached hereto this Certificate, the amount of contingent liabilities at any time have been computed as Schedule 1 are the unaudited financial statements required by Section 5.01(b) amount that, in the light of all 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 facts and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as circumstances existing at such date and for such periodtime, subject only represents the amount that can reasonably be expected to normal year-end audit adjustments and the absence of footnotesbecome an actual or matured liability. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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 Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________Credit Suisse AG, To: JPMorgan Chase Bank, N.A.Cayman Islands Branch, as Administrative Agent Eleven Madison Avenue New York, NY 10010 Attention: Agency Manager Ladies and Gentlemen: Reference is made The undersigned, [Wesco Distribution, Inc.][WDCC Enterprises Inc.], a[n] [Delaware][Alberta] corporation, refers to that certain Amended and Restated Credit Agreement, the Term Loan Agreement dated as of September 11December [ ], 2013 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein definedand not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), and entered into by and among Tupperware Brands Corporationthe undersigned, [WDCC Enterprises Inc.][Wesco Distribution, Inc.], a[n] [Alberta][Delaware] corporation, Wesco International, Inc., a Delaware corporation corporation, the Lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and as Collateral Agent, and hereby gives you notice, 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 “BorrowerProposed Borrowing”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., ) as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) 2.03 of the Agreement for the fiscal year 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 Borrower ended as Proposed Borrowing is , 20 .1 (iv) The number and location of the above date, together with account to which funds are to be disbursed is (v) The amount of the report and opinion of an independent certified public accountant required by Proposed Borrowing is [US][C]$ . 1 Provided that such sectiondate must be a Business Day. 2. Attached hereto as Schedule 2 (vi) If the Proposed Borrowing is a Eurodollar Borrowing or a CDOR Rate Borrowing, the attestation report required by Section 5.01(a) 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 Agreement as to Proposed Borrowing: at the Borrower's internal controls to time of and immediately after the extent required pursuant to Section 404 Proposed Borrowing, no Default or Event of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom.]3 The undersigned officer is executing this Borrowing Request not in its individual capacity but in its capacity as an authorized officer of the Borrower. Very truly yours, [WESCO DISTRIBUTION, INC.] [WDCC ENTERPRISES INC.] By Name: Title: 2 Provided that, until the following covenants 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 Borrowers shall not be permitted to request a Eurodollar Borrowing or conditions have not been performed or observed and CDOR Rate Borrowing with an Interest Period in excess of one month. 3 To be included for all Borrowings, other than the following is a list of each such Default and its nature and status:]Borrowing occurring on the Closing Date.

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by any Electronic System facsimile or by email or other electronic transmission 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. Financial Statement Date:_____________Credit Suisse AG Xxxxx Xxxx Eleven Madison Avenue Tel: (000) 000-0000 Xxx Xxxx, ToXX 00000 Fax: JPMorgan Chase (000) 000-0000 E-Mail: Xxxxx.xxxx@xxxxxx-xxxxxx.xxx The Bank of New York Mellon ABA 000000000 Account Name: CS Agency Cayman Account Account Number: 8900492627 It is very important that all of the requested information be completed accurately and that this questionnaire be returned promptly. If your institution is sub-allocating its allocation, please fill out an administrative questionnaire for each legal entity. Legal Name of Lender to appear in Documentation: · Signing Credit Agreement o Yes o No · Coming in via Assignment o Yes o No (Bank, N.A.Asset Manager, as Administrative Agent Ladies and GentlemenBroker/Dealer, CLO/CDO; Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other-please specify) Lender Parent: Reference is made to that certain Amended and Restated Credit Agreement, dated as of September 11, 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 Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and thatName: Company: Title: Address: Telephone: Facsimile: E-Mail Address: Name: Company: Title: Address: Telephone: Facsimile: 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 accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________December 2, To: JPMorgan Chase 2014 MUFG Union Bank, N.A., as Administrative Agent and a Lender 000 Xxxxx Xxxxxxxx Xxxxxx, 15th Floor Los Angeles, California 90071 The Lenders listed on Schedule I hereto Ladies and Gentlemen: Reference is made to that certain Amended I am Vice President and Restated General Counsel of Tucson Electric Power Company, an Arizona corporation (the “Company”), and have acted as such in connection with the Credit Agreement, dated as of September 11December 2, 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)2014, among Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”)Company, the Lenders from time to time party thereto, U.S. Bank National Association, Xxxxx Fargo Bank, National Association and JPMorgan Chase The Bank of Nova Scotia, as Co-Documentation Agents, and MUFG Union Bank, N.A., as Administrative AgentAgent (the “Credit Agreement”). In so acting I have reviewed all corporate proceedings of the Company in connection with the authorization, Swingline Lender execution and Issuing Bank. The undersigned Responsible Officer hereby certifies as delivery of the Credit Agreement, the promissory notes executed and delivered by the Company on the date hereof that he/she is the ____________________________________ pursuant to Section 2.07(e) of the BorrowerCredit Agreement (the “Notes”) and the fee letter agreement, dated December 2, 2014, between the Company and MUFG Union Bank, N.A., as Administrative Agent (the “Fee Letter”). I have also examined such other documents and satisfied myself as to such other matters as I have deemed necessary as a basis for the opinions set forth below. I have relied as to various questions of fact upon the representations and warranties of the Company contained in the Credit Agreement and in the certificates of public officials and officers of the Company delivered thereunder. Unless otherwise specified herein, capitalized terms used herein have the respective meanings set forth in the Credit Agreement. Based upon and subject to the foregoing, and that, as such, he/she is authorized to execute and deliver this Certificate subject also to the Administrative Agent on the behalf qualifications hereinafter set forth, I am of the Borrower, and opinion that: 1. Attached hereto as Schedule 1 are The Company (a) is duly organized, validly existing and in good standing under the year-end audited financial statements required by Section 5.01(a) laws of the Agreement for jurisdiction of its organization, and (b) has the fiscal year of corporate power and authority to own and operate its property, to lease the Borrower ended property it operates as of lessee and to conduct 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 business in which it is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotescurrently engaged. 2. The undersigned Company has reviewed the corporate power and is familiar with authority (a) to execute, deliver and perform the terms Credit Agreement, the Notes and the Fee Letter and (b) to borrow under the Credit Agreement. The Company has taken all necessary corporate action to authorize (i) the execution, delivery and performance of the Agreement Credit Agreement, the Notes and has madethe Fee Letter and (ii) the borrowings under the Credit Agreement. DB1/ 81347807.4 December 2, or has caused to 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.2014 3. A review The Credit Agreement, the Notes and the Fee Letter have been duly and validly executed and delivered on behalf of the activities Company. The Credit Agreement, the Notes and the Fee Letter constitute legal, valid and binding obligations of the Borrower during such fiscal period has been made Company, enforceable against it in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and subject to any principles of public policy limiting the right to enforce indemnification or contribution provisions contained in the Credit Agreement with respect to liabilities under 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 Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuingfederal or state securities laws.] [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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkTexas. Financial Statement Date:_____________, Form of Assignment and Assumption To: JPMorgan Chase BankBank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of September 11August 25, 2013 2011 (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 Tupperware Brands CorporationTexas Industries, Inc., a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase BankBank of America, N.A., as Administrative Agent, Swingline Lead Collateral Agent, Swing Line Lender and Issuing a L/C Issuer, Xxxxx Fargo Bank, National Association, as a L/C Issuer, Xxxxx Fargo Capital Finance, LLC, as a Co-Collateral Agent, and General Electric Capital Corporation, as a Co-Collateral Agent. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ________________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a6.01(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(b6.01(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 operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 21. The undersigned has reviewed and is familiar with Attached hereto as Schedule 1 are the terms statements of income or operations required by Section 6.01(c) of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of for the transactions and condition (financial or otherwise) fiscal month of the Borrower during the accounting period covered by the attached financial statements. 3. A review ended as of the activities above date. Such statements fairly present in all material respects the results of operations of the Borrower during such fiscal 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 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:]Subsidiaries (except that such statements were not prepared in accordance with GAAP).

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by an Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Approved Electronic System Platform shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. [FORM OF] COMPLIANCE CERTIFICATE Check for distribution to Public Lenders and private side Lenders1 Financial Statement Date:__: ___________, _____ To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Amended Xxxxxxx and Restated Credit Agreement, Agreement dated as of September 11April 21, 2013 2023 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Concentrix Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders and L/C Issuers from time to time party thereto, thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, Swingline the Swing Line Lender and Issuing Bankan L/C Issuer. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ [Title]2 of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate (this “Certificate”) to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are The Borrower has delivered the year-end audited financial statements required by Section 5.01(a7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified registered public accountant accounting firm 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 Borrower has delivered the unaudited financial statements required by Section 5.01(b7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements present fairly present in all material respects the consolidated financial condition, results of operations, shareholders' equity and cash flows position of the Borrower and its Subsidiaries in accordance with GAAP as at of such date and their consolidated results of operations and cash flows for such periodthe period covered thereby, subject only to the absence of footnotes and to normal year-end audit adjustments and the absence of footnotesadjustments. 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 her] supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower and its Subsidiaries during the accounting period covered by the attached such financial statements. 3. A review of the activities of the Borrower 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 the Borrower performed and observed all its Obligations obligations under the Loan Documents, and [1 Pursuant to the best knowledge Section 7.02 of the undersigned during such fiscal periodCredit Agreement, the Borrower performed and observed each covenant and condition is not obligated to mark this Certificate as “PUBLIC”. If this box is not checked, the Administrative Agent shall be entitled to treat it as being suitable only for posting on a portion of the Loan Documents applicable to it, and no Default has occurred and is continuingApproved Electronic Platform not designated as “Public Side Information”.] [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 [Annex 1 to Assignment and Assumption] one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System facsimile or other electronic transmission (e.g., PDF 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, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction; provided that Section 5-1401 of the New York General Obligations Law shall apply. Financial Statement Date:_____________, [Annex 1 to Assignment and Assumption] Date : [•] To: JPMorgan Chase BankOaktree Fund Administration, N.A.LLC, as Administrative Agent 000 X. Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000 Attention: Xxxx Xxxxx Attention: Oaktree Agency Email: XxXxxxx@xxxxxxxxxxxxxx.xxx Email: xxxxxxxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: Reference is made The undersigned, Establishment Labs Holdings Inc., a BVI business company limited by shares incorporated under the BVI Business Companies Act, 2004 (as amended) with company number 1794254 and with its registered office address at Commerce House, Wickhams Cay 1, X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx, XX0000, British Virgin Islands (the “Borrower”), refers to that certain Amended the Credit Agreement and Restated Credit AgreementGuaranty, dated as of September 11April 26, 2013 2022 (as amended, restated, extendedamended and restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporationthe Borrower, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”)Guarantors from time to time party thereto, the Lenders from time to time party theretothereto and Oaktree Fund Administration, and JPMorgan Chase Bank, N.A.LLC, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent, Swingline Lender ”). Capitalized terms used herein and Issuing Banknot otherwise defined herein are used herein as defined in the Credit Agreement. The undersigned Responsible Officer Borrower hereby certifies as gives you irrevocable notice, pursuant to Section 2.02 of the date hereof that he/she is the ____________________________________ Credit Agreement, of the BorrowerTranche[s] [A][B][C][D] Borrowing of the Loan specified herein: 1. The Applicable Funding Date is [•].5 2. The amount of the proposed Borrowing is $[ ].6 3. The payment instructions with respect to the funds to be made available to the Borrower are as follows: Bank name: Bank Address: Routing Number: Account Number: [Signature Page Follows] 5 Pursuant to Section 2.02 of the Credit Agreement, and that, as such, he/she is authorized to execute and deliver this Certificate Borrowing Notice must be delivered to the Administrative Agent on prior to 11:00 am (Eastern time) at least five (5) Business Days prior to any Applicable Funding Date (or such shorter period agreed by the behalf Lenders). 6 This amount should match the full commitment amount 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 sectionrespective Tranche. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 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 permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. Financial Statement Date:_____________Credit Suisse AG, To: JPMorgan Chase Bank, N.A., Cayman Islands Branch as Administrative Agent for the Lenders referred to below Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: ##### ###### Facsimile: (###) ###-#### E-mail: #######@#########.com Ladies and Gentlemen: Reference is hereby made to that certain Amended and Restated First Lien Credit Agreement, dated as of September 11November 30, 2013 2017 (as amended, restated, extendedamended and restated, supplemented or otherwise modified and in writing from time to timeeffect on the date hereof, the “First Lien Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporationby and among, inter alios, Lighthouse Network, LLC, a Delaware corporation limited liability company (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, Credit Suisse AG, Cayman Islands Branch (“CS”), in its capacities as administrative agent and JPMorgan Chase Bankcollateral agent for the Lenders (in such capacities, N.A., as the “Administrative Agent, Swingline Lender ”) and as an Issuing BankBank and the other Issuing Banks party thereto. Terms defined in the First Lien Credit Agreement are used herein with the same meanings unless otherwise defined herein. The undersigned Responsible Officer hereby certifies as gives you notice pursuant to Section 2.03 of the date hereof First Lien Credit Agreement that he/she is it requests the ____________________________________ of Borrowings under the BorrowerFirst Lien Credit Agreement to be made on [ ● ] [ ● ], 20[ ● ], and thatin that connection sets forth below the terms on which the Borrowings are requested to be made: (A) Borrower Lighthouse Network, LLC2 1 The Administrative Agent must be notified in writing by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) not later than (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of LIBO Rate Loans (or one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 11:00 a.m. on the requested date of any Borrowing of ABR Loans (or, in each case, such later time as such, he/she is authorized to execute and deliver this Certificate acceptable to the Administrative Agent on the behalf of the BorrowerAgent); provided, 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 however, that if the Borrower ended 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 above date, together with applicable notice from the report and opinion of an independent certified public accountant required Borrower must be received by such section. 2. Attached hereto as Schedule 2 is the attestation report required by Section 5.01(a) of the Agreement as Administrative Agent not later than 1:00 p.m. four Business Days prior to the Borrower's internal controls requested date of such Borrowing (or such later time as is acceptable to the extent required pursuant Administrative Agent), whereupon the Administrative Agent shall give prompt notice to Section 404 the appropriate Lenders of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are such request and determine whether the unaudited financial statements required by Section 5.01(brequested Interest Period is acceptable to them and (B) not later than 12:00 p.m. three Business Days before the requested date of such Borrowing, the Agreement for the fiscal quarter of Administrative Agent shall notify the Borrower ended as of whether or not the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and requested Interest Period is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 [available to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuingappropriate Lenders.] [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 upon29 iii 5 PURCHASE AGREEMENT June 18, and inure to the benefit of1998 NATIONSBANC MONTXXXXXX XXXURITIES LLC FRIEDMAN, the parties hereto and their respective successors and assignsBILLINGS, RAMSXX & XO., INC. This Assignment and Assumption may be executed in any number of counterpartsIMPERIAL CAPITAL, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byLLC As Initial Purchasers c/o NATIONSBANC MONTXXXXXX XXXURITIES LLC 600 Xxxxxxxxxx Xxxxxx Xxx Francisco, and construed in accordance with, the law of the State of New York. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A., as Administrative Agent California 94111 Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of September 11, 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 Tupperware Brands Introduction. Styling Technology Corporation, a Delaware corporation (the “Borrower”"Company"), Tupperware International Holdings B.V.proposes to issue and sell to the several Initial Purchasers named on Schedule A (the "Initial Purchasers"), a private limited liability company organized under acting severally and not jointly, the laws respective amounts set forth in such Schedule A of $100,000,000 aggregate principal amount of the Netherlands Company's 10O% Senior Subordinated Notes due 2008 (the “Subsidiary Borrower”"Notes"). NationsBanc Montxxxxxx Xxxurities LLC, Friedman, Billings, Ramsxx & Xo., Inc. and Imperial Capital, LLC have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an indenture dated as of June 23, 1998 (the "Indenture") between the Company, the Lenders from time to time party thereto, Guarantors (as defined below) and JPMorgan Chase BankState Street Bank and Trust Company of California, N.A., as Administrative Agenttrustee (the "Trustee"). Notes issued in book-entry form will be issued in the name of Cede & Co., Swingline Lender as nominee of The Depository Trust Company (the "Depositary"), pursuant to a DTC Agreement, to be dated as of the Closing Date (as defined in Section 2) (the "DTC Agreement"), among the Company, the Trustee and Issuing Bankthe Depositary. The undersigned Responsible Officer hereby certifies holders of the Notes will be entitled to the benefits of a registration rights agreement to be dated as of the Closing Date (the "Registration Rights Agreement") among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file, within 45 days of the Closing Date, a registration statement with the Commission registering the Exchange Securities (as defined below) under the Securities Act. The payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes (as defined in the Registration Rights Agreement) will be unconditionally guaranteed by (i) each of the Company's direct or indirect domestic Restricted Subsidiaries (as defined in the Indenture) as of the date hereof that he/she is the ____________________________________ of the Borrower, Indenture and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a(ii) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of any other direct or indirect domestic Restricted Subsidiary that executes 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 additional guarantee in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement Indenture, and has madetheir respective successors and assigns (collectively, the "Guarantors"), pursuant to their guarantees 6 (the "Guarantees"). The Notes and the Guarantees attached thereto are collectively referred to herein as the "Securities"; and the Exchange Notes and the Guarantees attached thereto are collectively referred to herein as the "Exchange Securities." The Company and the Guarantors understand 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 agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or has caused a portion of the Securities to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Securities are to be made offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the "Commission") under his/her supervisionthe Securities Act of 1933 (the "Securities Act," which term, a detailed review as used herein, includes the rules and regulations of the transactions and condition (financial or otherwise) Commission promulgated thereunder), in reliance upon exemptions therefrom. The terms of the Borrower during Securities and the accounting period covered by Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the attached financial statements. 3. A review date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the activities of Securities Act is available (including the Borrower during such fiscal 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 Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuingexemptions afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation S") thereunder).] [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 Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by any Electronic System telecopy or other electronic transmission 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. Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A., BNP Paribas as Administrative Agent Ladies for the Lenders referred to below 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: [ ] Section 2Ladies and Gentlemen: Reference is made to that certain Amended and Restated the Credit Agreement, Agreement dated as of September 11March 26, 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)2012, among Tupperware Brands CorporationCRESTWOOD MARCELLUS MIDSTREAM LLC, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands Delaware (the “Subsidiary Borrower”), the Lenders LENDERS party thereto from time to time party theretotime, and JPMorgan Chase Bank, N.A.BNP PARIBAS (“BNP”), as Administrative Agent, Swingline Lender 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. 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] for the Lenders referred to below 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: [ ] Section 3Ladies 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. The undersigned Responsible Officer 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 certifies 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 Revolving Facility Maturity Date. 5 Which must comply with the definition of “Interest Period”. [We hereby certify that, on and as of the date hereof 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 he/she 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 that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the fiscal year of the Borrower ended as hereby requests a [conversion] [continuation] 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 [IDENTIFY BORROWING] pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) 2.07 of the Agreement for the fiscal quarter of Credit Agreement. In that connection the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (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 fiscal 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 Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.] [specifies the following covenants information with respect to such conversion or conditions have not been performed or observed and the following is continuation: For a list of each such Default and its nature and status:]Revolving Facility Borrowing,