Common use of General Provisions Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and the rights and obligations of the parties under this Assignment and Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New YorkYork without regard to principles of conflicts of laws to the extent that the same are not mandatorily applicable by statute and the application of the laws of another jurisdiction would be required thereby. APPENDIX 5: EXHIBIT E-1 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonLEGAL OPINION OF DEBEVOISE & XXXXXXXX LLP EXHIBIT E-2 FORM OF LEGAL OPINION OF MORRIS, as Custodian and Administrator QSR Administration 000 Xxxxxxx XxxxxxNICHOLS, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: ARSHT & XXXXXXX LLP EXHIBIT F FORM OF EXEMPTION CERTIFICATE Reference is made to the Master Loan and Security Agreement Credit Agreement, dated as of July 31, 2008 (as it may be amended amended, restated, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by and among Federal Reserve Bank of New YorkExplorer Investor Corporation, as Lendera Delaware corporation, The Bank of New York MellonExplorer Merger Sub Corporation, as Administratora Delaware corporation, The Bank of New York MellonBooz Xxxxx Xxxxxxxx Inc., as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto a Delaware corporation (the “Subject Borrower”), acting though [name of Primary Dealer]the several banks and other financial institutions or entities from time to time parties thereto, Credit Suisse, as its duly authorized agentAdministrative Agent (in such capacity, hereby notifies you the “Administrative Agent”) and Collateral Agent, Bank of its election America, N.A., as Syndication Agent, Xxxxxx Brothers Commercial Bank, C.I.T. Leasing Corporation and Sumitomo Mitsui Banking Corporation, as Documentation Agents, Credit Suisse, as Issuing Lender and Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Xxxxxx Brothers Inc. and Sumitomo Mitsui Banking Corporation, as Joint Lead Arrangers and Joint Bookrunners. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to exercise its Collateral Surrender Right with respect to them in the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above Credit Agreement. (the “Subject CollateralNon-US Lender”) in full satisfaction is providing this certificate pursuant to Section 2.20(d) of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to LenderCredit Agreement. The Subject Borrower Non-US Lender hereby represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment:

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

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

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

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

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

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

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

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] EXHIBIT H TRANSFER AUTHORIZER DESIGNATION (For Disbursement of Loan Proceeds by Funds Transfer) ¨ NEW ¨ REPLACE PREVIOUS DESIGNATION ¨ ADD ¨ CHANGE ¨ DELETE LINE NUMBER ¨ INITIAL LOAN DISBURSEMENT The Bank following representatives (“Authorized Representatives”) of New York MellonRHP HOTEL PROPERTIES, as Custodian LP (“Borrower”) are authorized to request the disbursement of loan proceeds and Administrator QSR Administration 000 Xxxxxxx Xxxxxxinitiate funds transfers for Loan Number 101719 (“Loan”) in the original principal amount of $1,000,000,000 (“Loan Amount”) evidenced by that certain Fourth Amended and Restated Credit Agreement dated April 18, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master 2013 (“Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSAAgreement”), by and among Federal Reserve Bank each of New York, as the financial institutions initially a signatory to the Loan Agreement together with their successors and assignees (“Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer]Xxxxx Fargo Bank, as its duly National Association (“Administrative Agent”) and Borrower. Administrative Agent is authorized agentto rely on this Transfer Authorizer Designation form until it has received a new Transfer Authorizer Designation form signed by Borrower, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to even in the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance event that any or all of the Collateral foregoing information may have changed. The maximum amount of the initial disbursement of any Loan proceeds (“Initial Loan Disbursement”) and the maximum amount of each subsequent disbursement of any Loan proceeds (each a “Subsequent Loan Disbursement”) are set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”)below: Name Title Maximum Initial Loan Disbursement Amount1 Maximum Subsequent Loan Disbursement Amount1 1. Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender2. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement3. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment4.

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

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

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

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

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

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

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

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

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

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

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

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

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

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law internal laws of the State of New York. APPENDIX 5EXHIBIT D Forms of Opinion of Counsel for the Borrower September 8, 2009 To the Administrative Agent and each of the Lenders from time to time party to the Credit Agreement referred to below Re: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian $400,000,000 364-Day Amended and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Restated Credit Agreement Ladies and Gentlemen: Reference is made We have acted as special counsel to PPL Energy Supply, LLC (the Master Loan “Borrower”) in connection with the $400,000,000 364-Day Amended and Security Agreement (Restated Credit Agreement, dated as it may be amended or supplemented of September 8, 2008, among the Borrower, Wachovia Bank, National Association, as Administrative Agent, and the other Lenders from time to time, time party thereto (the “MLSAAgreement”). Capitalized terms used but not defined herein have the meaning assigned to such terms in the Agreement. We have reviewed the Agreement and the Notes of the Borrower executed and delivered by the Borrower on the date hereof (the “Notes”), and the other documents executed and delivered by the Borrower in connection with the Agreement. As to various questions of fact relevant to the opinions set forth below, we have relied, with your consent, upon certificates of public officials and among Federal Reserve Bank officers or other employees of New Yorkthe Borrower and its affiliates, as Lender, The Bank representations and agreements of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodianthe Borrower in the Agreement and the other transaction documents, and the Primary Dealers party thereto. Terms defined in the MLSA other oral and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance written assurances by officers or other employees of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”)Borrower and its affiliates. Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation We have assumed that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had instruments referred to in this opinion have been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered by all parties thereto other than the Borrower. In addition, we have examined such other documents and satisfied ourselves as to such other matters as we have deemed appropriate in order to render this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice opinion. Based on the Subject Borrower’s behalf. Very truly yoursforegoing, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made subject to the Master Loan and Security Agreement (as it may be amended or supplemented from time to timequalifications hereafter mentioned, we are of the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentopinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkTexas. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE ANNEX 1 to Assignment and Assumption, Solo Page EXHIBIT B TO CENTEX CONSTRUCTION PRODUCTS, INC CREDIT AGREEMENT Form of Opinion of Counsel for the Borrower [Effective Date] The Bank of New York MellonTo the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, as Custodian and Administrator QSR Administration 000 Xxxxxxx Administrative Agent 0000 Xxxx Xxxxxx, 4E New York3rd Floor Dallas, NY 10286 AttTexas, TX 75201 Dear Sirs: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies We have acted as counsel for Centex Construction Products, Inc., a Delaware corporation (the "Borrower") and Gentlemen: Reference is made the guarantors listed in Appendix 1 attached hereto (the "Guarantors") (the Borrower and the Guarantors being collectively referred to hereafter as the Master Loan and Security "Obligated Parties") in connection with the Credit Agreement dated as of December 18, 2003 (as it may be amended or supplemented from time to timethe "Credit Agreement") among the Borrower, the “MLSA”)banks and other financial institutions identified therein as Lenders, by and among Federal Reserve Bank of New YorkJPMorgan Chase Bank, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretoAdministrative Agent. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meanings. The Borrower We have examined originals or copies, certified or otherwise identified on the signature page hereto (the “Subject Borrower”)to our satisfaction, acting though [name of Primary Dealer]such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as its duly authorized agent, hereby notifies you we have deemed necessary or advisable for purposes of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”)this opinion. Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 basis of the MLSAforegoing, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as we are of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentopinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE EXHIBIT E [DateForm of Confirming Bank Agreement] The Bank [Letterhead of New York MellonIssuing Bank] ____________________, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx 20__ [Name of Confirming Bank] [Address] Ladies and Gentlemen: Reference is made to the Master Loan and Security Credit Agreement dated as of June 30, 2016 (as it may be amended or amended, restated, supplemented from time to timeand otherwise modified and in effect on the date hereof, the “MLSA”"Credit Agreement"), by among Lincoln National Corporation, the Subsidiary Account Parties party thereto, the Banks party thereto, and among Federal Reserve Bank of New YorkJPMorgan Chase Bank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and Administrative Agent for the Primary Dealers party theretoBanks. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meanings. The Borrower identified undersigned is an issuing Bank (the "Issuing Bank") under the Credit Agreement but is not on the signature page hereto (date hereof a bank listed on the “Subject Borrower”)most current Bank List of banks approved by the NAIC. Accordingly, acting though [name in order to be an "NAIC Approved Bank" for the purposes of Primary Dealer]the Credit Agreement, as its duly authorized agent, the undersigned hereby notifies requests that you of its election to exercise its Collateral Surrender Right be a Confirming Bank with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents undersigned for the purposes of the Credit Agreement and each Letter of Credit issued by the Issuing Bank thereunder. By your signature below, you undertake that any draft drawn under and in strict compliance with the terms of any Letter of Credit issued by the Issuing Bank under the Credit Agreement will be duly honored by you as if, and to the acceptance extent, you were the Issuing Bank under such Letter of Credit. Notwithstanding the foregoing, your liability under all Letters of Credit at any one time issued under the Credit Agreement shall be limited to an amount (the "Liability Limit") equal to the Commitment of the Collateral set forth above undersigned under the Credit Agreement in effect on the date hereof (an amount equal to $_________), as such Liability Limit may be increased after the “Subject Collateral”) date hereof with your prior written consent by reason of an increase in full satisfaction the Commitment of the Obligations secured thereby (undersigned under the “Subject Obligations”)Credit Agreement. Upon In addition, you hereby irrevocably appoint and designate the effectiveness Administrative Agent as your attorney-in-fact, acting through any duly authorized officer of this Collateral Surrender JPMorgan, to execute and deliver, at any time prior to the Commitment Termination Date in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of effect on the date of effectiveness this letter agreement, in your name and on your behalf each Letter of Credit to be confirmed by you in accordance herewith and with the Credit Agreement. You agree that, promptly upon the request of the Collateral Surrender contemplated herebyAdministrative Agent, you will furnish to the Administrative Agent such powers of attorney or other evidence as any beneficiary of any Letter of Credit may reasonably request in order to demonstrate that the Administrative Agent has the power to act as attorney-in-fact for you in connection with the execution and delivery of such Letter of Credit. In consideration of the foregoing, the Subject Collateral is free undersigned agrees that if you shall make any LC Disbursement in respect of any Adverse ClaimLetter of Credit, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness regardless of the Collateral Surrender contemplated hereby identity of the account party of such Letter of Credit, the undersigned shall not (x) discharge any Obligation that the Subject Borrower may have reimburse you by paying to Lender pursuant you an amount equal to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 amount of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent LC Disbursement made by you, such payment to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of be made not later than noon, New York City time, on (i) the representations Business Day that the undersigned receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the undersigned receives such notice, if such notice is received on a day which is not a Business Day or is not received prior to 10:00 a.m., New York City time, on a Business Day. The undersigned's obligations to reimburse you as provided in the foregoing sentence shall be absolute, unconditional and warranties irrevocable, and shall be performed strictly in accordance with the terms of this letter agreement under any and all circumstances whatsoever, and irrespective of any event or circumstance of the Subject Borrower type described in Section 2.11(b) of the Credit Agreement (or of any analogous event or circumstance relating to the undersigned). If any LC Disbursement is made by you, then, unless the undersigned shall reimburse the amount of such LC Disbursement to you in full on the date such LC Disbursement is made by you, the unpaid amount thereof shall bear interest, for each day from and including the Applicable Primary Dealer under date such LC Disbursement is made to but excluding the Lending Agreement date of reimbursement, at the rate per annum equal to (i) the Federal Funds Rate to but excluding the date three Business Days after such LC Disbursement and (ii) from and including the rights of recourse against date three Business Days after such LC Disbursement, 2% plus the Subject Borrower Federal Funds Rate. This letter agreement shall be governed by and construed in accordance with the Applicable Primary Dealer under Section 17.0 law of the MLSA as if State of New York. Please indicate your acceptance of the Subject Obligations had been owed foregoing terms and conditions by signing the three enclosed copies of this letter agreement and returning (a) one such signed copy to the undersigned at the address indicated above, (b) one such purchasersigned copy to the Administrative Agent at JPMorgan Chase Bank, N.A., 500 Xxxxxxx Xxxxxxxxxx Road, Ops 0, Xxxxx 00, Xxxxxx, Xxxxxxxx 00000-0000, Attention: Loan and Agency Services (Tel. The undersigned Primary Dealer represents and warrants to Lender that No. (x000) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice 000-0000; Fax No. (000) 000-0000) and (yc) it has been duly authorized by one such signed copy to the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on Company at its address specified in Section 10.01 of the Subject Borrower’s behalfCredit Agreement. Very truly yours, [NAME OF PRIMARY DEALERISSUING BANK] By____________________________ Title: AGREED AS AFORESAID: [NAME OF CONFIRMING BANK] By___________________________ Title: EXHIBIT F [Form of Subsidiary Joinder Agreement] [________], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ 201[_] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New YorkTo JPMorgan Chase Bank, N.A., as Lender 00 Xxxxxxx Administrative Agent 000 Xxxx Xxxxxx New YorkXxx Xxxx, NY 10045-0001 AttXxx Xxxx 00000 Each of the Banks party to the Credit Agreement referred to below Re: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Subsidiary Joinder Agreement Ladies and Gentlemen: Reference is made to the Master Loan and Security Credit Agreement (the "Credit Agreement") dated as it may be amended or supplemented from time to timeof June 30, 2016 among Lincoln National Corporation (the "Company"), the “MLSA”)Subsidiary Account Parties party thereto, by the Banks party thereto and among Federal Reserve Bank of New YorkJPMorgan Chase Bank, N.A., as Lender, the Administrative Agent (the "Administrative Agent"). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, Company and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower "Subject Subsidiary" (as identified on the signature page hereto (the “Subject Borrower”pages below), acting though [name have executed and hereby deliver this Subsidiary Joinder Agreement, pursuant to Section 10.13(a) of Primary Dealer]the Credit Agreement, in order to designate the Subject Subsidiary as its duly authorized agenta Subsidiary Account Party to the Credit Agreement. Accordingly, the Company and the Subject Subsidiary hereby notifies you represent and warrant and agree that as of its election to prepay the following Loans "Effective Date" (as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentdefined below):

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5EXHIBIT F-2 [FORM OF] ADMINISTRATIVE QUESTIONNAIRE [See Attached] EXHIBIT G [FORM OF] SUBSIDIARY BORROWER REQUEST AND ASSUMPTION AGREEMENT Date: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The , To: Bank of New York MellonAmerica, N.A., as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Administrative Agent Ladies and Gentlemen: Reference This Subsidiary Borrower Request and Assumption Agreement is made and delivered pursuant to the Master Loan and Security Agreement Section 2.15 of that certain Credit Agreement, dated as of June 21, 2011 (as it may be amended amended, restated, extended, supplemented or supplemented otherwise modified in writing from time to time, the “MLSACredit Agreement”), by among Xxxxxxxxx Technology Corporation, a Delaware corporation (“Xxxxxxxxx”), the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto and among Federal Reserve Bank of New YorkAmerica, N.A., as LenderAdministrative Agent, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianSwing Line Lender and L/C Issuer, and reference is made thereto for full particulars of the Primary Dealers party theretomatters described therein. Terms defined All capitalized terms used in the MLSA this Subsidiary Borrower Request and Assumption Agreement and not otherwise defined herein are used herein with shall have the same meaningsmeanings assigned to them in the Credit Agreement. The Borrower identified on the signature page hereto Each of (the “Subject Subsidiary Borrower”)) and Xxxxxxxxx hereby confirms, acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as the Administrative Agent and the Lenders that the Subsidiary Borrower is a Subsidiary of Xxxxxxxxx. The documents required to be delivered to the Administrative Agent under Section 2.15 of the date of effectiveness Credit Agreement will be furnished to the Administrative Agent in accordance with the requirements of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Credit Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5Confidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT D Form of Compliance Certificate Financial Statement Date: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date●], 20[●] The Bank of New York MellonJefferies Finance LLC, as Custodian and Administrator QSR Administration 000 Administrative Agent 520 Xxxxxxx XxxxxxXxxxxx Xxx Xxxx, 4E New YorkXxx Xxxx 00000 Attention: Account Officer – Sucampo Pharmaceuticals, NY 10286 AttInc. Telecopier: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx (000) 000-0000 Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement that certain Credit Agreement, dated as of October 16, 2015 (as it may be amended amended, restated, supplemented or supplemented otherwise modified in writing from time to time, the “MLSACredit Agreement”, the terms defined therein being used herein as therein defined), by and among Federal Reserve Bank of New YorkSucampo Pharmaceuticals, as LenderInc., The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto a Delaware corporation (the “Subject Borrower”), acting though [name of Primary Dealer]the Lenders from time to time party thereto, and Jefferies Finance LLC, as its duly authorized agent, hereby notifies you Administrative Agent and Collateral Agent. The undersigned Responsible Officer of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance certifies, on behalf of the Collateral set forth above (the “Subject Collateral”) Borrower and not in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender thatsuch Responsible Officer’s individual capacity, as of the date of effectiveness hereof that he/she is the [●] of the Collateral Surrender contemplated herebyBorrower, the Subject Collateral and that, as such, he/she is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice Certificate to the Administrative Agent on the Subject behalf of the Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though that: [name of Primary DealerUse following paragraph 1 for fiscal year-end financial statements], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. APPENDIX 5: Exhibit D to Credit Agreement FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonDESIGNATION LETTER __________, 20__ To Citibank, N.A., as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 AttAgent Attention: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made We make reference to the Master Loan and Security Five-Year Credit Agreement (as it may be amended or supplemented modified from time to time, the “MLSACredit Agreement”; the terms defined therein being used herein as therein defined) dated as of June 6, 2016 among PepsiCo, Inc., (the “Company”), by and among Federal Reserve Bank of New YorkCitibank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianAgent (the “Agent”), and the Primary Dealers banks party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto thereto (the “Subject BorrowerInitial Lenders”). The Company hereby designates [_______________] (the “Borrowing Subsidiary”), acting though a Subsidiary of the Company and a corporation duly incorporated under the laws of [name of Primary Dealer_______________], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # a Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 2.17 of the MLSACredit Agreement until such designation is terminated in accordance with said Section 2.17. The Borrowing Subsidiary hereby accepts the above designation and hereby expressly and unconditionally accepts the obligations of a Borrower under the Credit Agreement, adheres to the Subject Borrower acknowledges that all Credit Agreement and agrees and confirms that, upon your execution and return to the Company of its rightthe enclosed copy of this letter, title and interest in the Subject Collateral such Borrowing Subsidiary shall be transferred a Borrower for purposes of the Credit Agreement and agrees to Lenderbe bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as a Borrower. The Subject Borrower Borrowing Subsidiary hereby authorizes and empowers the Company to act as its representative and attorney-in-fact for the purposes of signing documents and giving and receiving notices (including notices of Borrowing under the Credit Agreement) and other communications in connection with the Credit Agreement and the transactions contemplated thereby and for the purposes of modifying or amending any provision of the Credit Agreement and further agrees that the Agent and each Lender may conclusively rely on the foregoing authorization. The Company hereby represents and warrants to the Agent and each Lender that, as of the date of effectiveness of the Collateral Surrender contemplated herebybefore and after giving effect to this Designation Letter, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties set forth in Section 4.01 of the Subject Borrower Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct on the Applicable Primary Dealer under Effective Date as if made on and as of the Lending Agreement date hereof and (ii) the rights of recourse against the Subject Borrower no Default has occurred and the Applicable Primary Dealer under Section 17.0 is continuing. The Borrowing Subsidiary represents and warrants that each of the MLSA representations and warranties set forth in Section 4.01(a) (as if the Subject Obligations had been owed reference therein to such purchaserNorth Carolina were a reference to its jurisdiction of organization), (b), (c) and (d) of the Credit Agreement are true as if each reference therein to the Company were a reference to the Borrowing Subsidiary and as if each reference therein to the Loan Documents were a reference to this Designation Letter and the Note, if any, executed by the Borrowing Subsidiary in connection herewith. The undersigned Primary Dealer represents Borrowing Subsidiary is hereby aware that this Designation Letter, the Credit Agreement and warrants the Notes, if any, shall be governed by, and construed in accordance with, the laws of the State of New York. The Borrowing Subsidiary hereby submits to Lender the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Designation Letter, the Credit Agreement or the transactions contemplated thereby. The Borrowing Subsidiary irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it any such proceeding brought in such a court has been duly authorized brought in an inconvenient forum. The Borrowing Subsidiary further agrees that service of process in any such action or proceeding brought in New York may be made upon it by service upon the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice at the “Address for Notices” specified below its name on the Subject Borrower’s behalfsignature page to this Designation Letter. Very truly yoursWithout limiting the foregoing, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth Borrowing Subsidiary joins in the table above submission, agreements, waivers and consents in Section 8.11 and 8.12 of the Credit Agreement. PEPSICO, INC. By: Name: Title: PEPSICO, INC. By: Name: Title: [NAME OF BORROWERBORROWING SUBSIDIARY] By: [ ] ADDRESS OF BORROWERName: [ ] ccTitle: Federal Reserve Bank of New YorkAddress for Notices: ACCEPTED CITIBANK, N.A., as Lender 00 Xxxxxxx Xxxxxx New YorkAgent By: Title: Exhibit E to Credit Agreement FORM OF TERMINATION LETTER To Citibank, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New YorkN.A., as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 AttAgent Attention: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made We make reference to the Master Loan and Security Five-Year Credit Agreement (as it may be amended or supplemented modified from time to time, the “MLSACredit Agreement”; the terms defined therein being used herein as therein defined) dated as of June 6, 2016 by and among PepsiCo, Inc. (the “Company”), by and among Federal Reserve Bank of New YorkCitibank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianAgent, and the Primary Dealers banks party thereto. Terms defined The Company hereby terminates the status as a Borrowing Subsidiary of [______________], a corporation incorporated under the laws of [_______________], in accordance with Section 2.17 of the MLSA and not otherwise defined herein are used herein with Credit Agreement, effective as of the same meaningsdate of receipt of this notice by the Agent. The Borrower identified undersigned hereby represents and warrants that all principal of and interest on any Advance of the signature page hereto (above-referenced Borrowing Subsidiary and all other amounts payable by such Borrowing Subsidiary pursuant to the “Subject Borrower”)Credit Agreement have been paid in full on or prior to the date hereof. Notwithstanding the foregoing, acting though [name this Termination Letter shall not affect any obligation which by the terms of Primary Dealer]the Credit Agreement survives termination thereof. PEPSICO, as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name PrepaymentINC. 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. Delivery Acceptance of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any 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. APPENDIX 5: FORM Exhibit A EXHIBIT B OPINION OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE COUNSEL FOR THE LOAN PARTIES [Effective Date] The Bank of New York MellonTo the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, N.A., as Custodian Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: We have acted as counsel for IPSCO TUBULARS INC., and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference each other Person who is made to the Master Loan and Security Agreement (designated as it may be amended or supplemented a “Borrower” thereunder from time to time, and their successors and assigns (together, the “MLSABorrowers”), by and the other Loan Parties party thereto, in connection with the Credit Agreement dated as of December 7, 2017 (the “Credit Agreement”) among Federal Reserve Bank of New Yorkthe Borrowers, the other Loan Parties, the banks and other financial institutions identified therein as Lenders, and JPMorgan Chase Bank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretoAdministrative Agent. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meanings. The Borrower We have examined originals or copies, certified or otherwise identified on the signature page hereto (the “Subject Borrower”)to our satisfaction, acting though [name of Primary Dealer]such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as its duly authorized agent, hereby notifies you we have deemed necessary or advisable for purposes of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”)this opinion. Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 basis of the MLSAforegoing, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as we are of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentopinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT D - FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE OPINION OF IN-HOUSE COUNSEL FOR THE BORROWER [Date] The Bank To each of New York Mellonthe Lenders party to the $10,000,000,000 Term Loan Credit Agreement dated as of November 15, 2016 among AT&T Inc., said Lenders and JPMorgan Chase Bank, N.A., as Custodian Agent for said Lenders, and Administrator QSR Administration 000 Xxxxxxx Xxxxxxto JPMorgan Chase Bank, 4E New YorkN.A., NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx as Agent Ladies and Gentlemen: Reference is made to I am the Master Loan [Senior Executive Vice President and Security Agreement General Counsel][Vice President, Associate General counsel and Assistant Secretary] of AT&T Inc., a Delaware corporation (as it may be amended or supplemented from time to time, the “MLSABorrower”). I am providing this opinion to you pursuant to Section 3.02(f)(i) of the $10,000,000,000 Term Loan Credit Agreement, dated as of November 15, 2016 (the “Credit Agreement”), by among the Borrower, the Lenders party thereto and among Federal Reserve Bank of New YorkJPMorganChase Bank, N.A., as LenderAgent for said Lenders. Except as otherwise indicated, The Bank initially capitalized terms used in this opinion without definition shall have the meanings assigned to such terms in the Credit Agreement. In my capacity as [Senior Vice President and General Counsel][Vice President, Associate General counsel and Assistant Secretary], I have reviewed or been made aware of New York Mellonthe terms of those corporate and other records and documents I considered appropriate, as Administratorincluding the Credit Agreement. As to certain matters of fact, The Bank I have relied upon (i) representations of New York Mellon, as Custodianthe Borrower set forth in, and the Primary Dealers party thereto. Terms defined in the MLSA certificates of public officials and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance certain officers of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSABorrower delivered pursuant to, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Credit Agreement and (ii) oral or written statements and representations of individuals upon whom I believe I am justified in relying. As to certain opinions expressed herein, I have relied on the rights opinions of recourse against members of my staff upon whom I believe I am justified in relying. I have also examined or caused to be examined such other instruments and have made or directed to be made such other investigations as I have deemed necessary in connection with the Subject Borrower opinions set forth below. With respect to my consideration of those questions of law that I have considered relevant for this opinion, I have relied upon the certifications, representations, opinions and conclusions of law of various attorneys in the AT&T legal department with responsibility, in whole or in part, for the areas that are the subject of the opinions set forth herein. I have assumed the genuineness of all signatures, the legal capacity of all natural persons executing agreements, instruments or documents, the completeness and authenticity of all documents submitted to me as originals and the Applicable Primary Dealer under Section 17.0 conformity with originals of all documents submitted to me as copies. On the basis of such analysis, my reliance upon the assumptions in this opinion and my consideration of such questions of law that I considered relevant, and subject to the limitations and qualifications in this letter, I am of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentopinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State The Commonwealth of New YorkMassachusetts. APPENDIX 5: EXHIBIT G FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonOPINION May 12, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to 2010 To the Master Loan and Security Agreement (as it may be amended or supplemented Lenders from time to timetime party to the Credit Agreement referred to below c/o Bank of America, N.A., as Administrative Agent 0000 Xxxxxx Xxxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Re: Liberty Mutual Agency Corporation I am an attorney on the legal staff of Liberty Mutual Insurance Company and have acted as counsel for Liberty Mutual Agency Corporation (the “MLSABorrower”) in connection with the preparation of the Revolving Credit Agreement (the “Credit Agreement”), by dated as of May 12, 2010, among the Borrower, the Lenders party thereto, and among Federal Reserve Bank of New YorkAmerica, N.A., as Lender, The Bank of New York Mellon, administrative agent for such Lenders and as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretoFronting L/C Issuer Several L/C Agent. Terms defined in the MLSA Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement. In connection with the same meaningslegal opinions hereinafter expressed, I have examined and relied on originals or copies, certified or otherwise identified to my satisfaction, of executed copies of the Credit Agreement and each of the Notes. The In addition, I have examined and relied on originals or copies, certified or otherwise identified to my satisfaction, of such Instruments and certificates of public officials, officers and representatives of the Borrower identified on and such other Persons, and such corporate records of the signature page hereto (the “Subject Borrower”), acting though [name and I have made such investigations of Primary Dealer]law, as its duly authorized agentI have deemed appropriate as a basis for the legal opinions expressed below. As to various questions of fact material to this legal opinion, hereby notifies you I have relied with your permission and without independent verification upon the representations made in the Credit Agreement and upon certificates of its election to exercise its Collateral Surrender Right and discussions with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance officers and other representatives of the Collateral Borrower. In rendering the legal opinions hereinafter set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance forth, I have assumed with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title your permission and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of without independent verification (i) the representations authenticity of all documents and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and Instruments submitted to me as copies, (ii) the rights genuineness of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 all signatures (other than those of Persons signing on behalf of the MLSA as if Borrower), (iii) the Subject Obligations had power and authority of the parties to the Credit Agreement (other than the Borrower) to execute, deliver and perform the Credit Agreement, (iv) that the Credit Agreement has been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender by each party thereto (other than the Borrower) and Acceptance Notice is the legal, valid and binding obligation of each party thereto (other than the Borrower), enforceable against each such other party in accordance with its terms, (v) that each such other party is in compliance with all applicable state and federal laws regulating lenders or the conduct of their business, and (yvi) it has been duly authorized that all parties to the transactions contemplated by the Subject Borrower Credit Agreement have acted and will continue to execute act in good faith. As used in this opinion letter, the expressions “to my knowledge,” “to the best of my knowledge” or “of which I have knowledge,” means as to matters of fact that, based on actual knowledge, and deliver after an examination of documents referred herein and after inquiries of certain officers of the Borrower, no facts have been disclosed to me that have caused me to conclude that the opinions expressed are factually incorrect; but beyond that I have made no factual investigation for the purposes of rendering this Collateral Surrender opinion letter. Specifically, but without limitation, (i) I have conducted no independent investigation of the matters set forth in connection therewith (including, without limitation, no search of dockets, records or other matters) and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer (ii) I have not conducted a litigation search or other search or investigation with respect to any pending items of litigation or orders or decrees. Based upon my examination of and reliance upon the Loan foregoing and subject to the limitations, exceptions, qualifications and assumptions set forth below and except as set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank Credit Agreement and Notes, I am of New York, the opinion that as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentdate hereof:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: CREDIT AGREEMENT EXHIBIT B FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonCOMPLIANCE CERTIFICATE Key Bank, National Association as Custodian and Administrator QSR Administration Administrative Agent 000 Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx, 4E New YorkXX 00000 Attn: Xx. Xxxxxxx Xxxx RE: Education Realty Operating Partnership, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx LP Compliance Certificate for ____________ through __________ Dear Ladies and Gentlemen: Reference This Compliance Certificate is made with reference to the Master Loan that certain Fourth Amended and Security Restated Credit Agreement dated as of January 14, 2013 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSA”"Credit Agreement"), by among Education Realty Operating Partnership, LP and among Federal Reserve Bank certain of New Yorkits Subsidiaries (collectively, the "Borrower"), the financial institutions party thereto, as Lenderlenders, The Bank of New York Mellonand KeyBank, N.A., as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretoAdministrative Agent. Terms defined All capitalized terms used in the MLSA this Compliance Certificate (including any attachments hereto) and not otherwise defined in this Compliance Certificate shall have the meanings set forth for such terms in the Credit Agreement. All Section references herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect shall refer to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower Credit Agreement. I hereby consents to certify that I am the acceptance Chief Accounting Officer of Education Realty Operating Partnership, LP, and that I make this Certificate on behalf of each Borrower. I further represent and certify on behalf of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as follows as of the date of effectiveness this Compliance Certificate: I have reviewed the terms of the Collateral Surrender contemplated herebyLoan Documents and have made, the Subject Collateral is free of any Adverse Claimor have caused to be made under my supervision, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness a review in reasonable detail of the Collateral Surrender contemplated hereby shall not transactions and consolidated and consolidating financial condition of the Borrower and its Subsidiaries, during the accounting period (xthe "Reporting Period") discharge any Obligation that covered by the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have financial reports delivered simultaneous herewith pursuant to Section 17.0 5.01[(a)][(b)], and that such review has not disclosed the existence during or at the end of such Reporting Period (and that I do not have knowledge of the MLSA existence as at the date hereof) of any condition or event which constitutes a Default or Event of Default. All referenced dollar amounts in this certificate are stated in thousands unless otherwise noted. Attached hereto as Schedule A-1 is a result of a breach list of the representation Real Property that comprises the Unencumbered Pool and warranty set forth the Unencumbered Pool Value, and Schedule A-2 is a list of the Real Property assets that were identified as being in the preceding paragraph (which representation Unencumbered Pool in the last Compliance Certificate and warranty shall survive effectiveness that are no longer qualified to be in the Unencumbered Pool as of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser last day of the Subject Collateral following Reporting Period. Attached hereto as Schedule B-1 is a detailed calculation of Interest Expense for the effectiveness Reporting Period and Schedule B-2 is a detailed calculation of Interest Expense, principal paid and due and payable on Indebtedness, and cash dividends payable on the Parent's preferred stock for the Reporting Period, which amounts aggregated: Schedule B-1 $ Schedule B-2 $ Attached hereto as Schedule C is a detailed calculation of EBITDA for the Reporting Period, which amount was: Schedule C EBITDA $ As of the Collateral Surrender contemplated hereby of (i) the representations and warranties last day of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name PrepaymentReporting Period:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any 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. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE OPINION OF CADWALADER, WXXXXXXXXX & TXXX LLP [DateATTACHED] The Bank of New York MellonSeptember 19, 2013 JPMorgan Chase Bank, N.A., as Custodian and Administrator QSR Administration 000 Xxxxxxx Administrative Agent 10 Xxxxx Xxxxxxxx Xxxxxx, 4E New YorkXxxxx 0 Xxxxxxx, NY 10286 AttXxxxxxxx 00000 Each of the Lenders Listed On Schedule A hereto (collectively, the “Secured Parties”) Re: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx AngioDynamics Credit Agreement Ladies and Gentlemen: Reference is made We have acted as special New York counsel to AngioDynamics, Inc., a Delaware corporation (the Master Loan “Company”) and Security Agreement Navilyst Medical, Inc., a Delaware corporation (as it may be amended or supplemented from time to time“Navilyst Medical” and together with the Company, the “MLSAObligors” and individually, an “Obligor”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein connection with the same meanings. The Borrower identified on the signature page hereto Credit Agreement (the “Subject BorrowerCredit Agreement”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, dated as of the date of effectiveness hereof, among the Company, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) and the other lenders party thereto. This letter is being delivered at the request of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have Company pursuant to Section 17.0 4.01(b) of the MLSA Credit Agreement. Capitalized terms used but not defined herein have the respective meanings given them in the Credit Agreement. In rendering the opinions set forth below, we have examined and relied (as to matters of fact) upon the originals, copies or specimens, certified or otherwise identified to our satisfaction, of the Transaction Documents (as defined below) and such certificates, corporate and public records, agreements and instruments and other documents, including, among other things, the documents delivered on the date hereof, as we have deemed appropriate as a result basis for the opinions expressed below. In such examination we have assumed the genuineness of a breach all signatures, the authenticity of all documents, agreements and instruments submitted to us as originals, the conformity to original documents, agreements and instruments of all documents, agreements and instruments submitted to us as copies or specimens, the authenticity of the representation originals of such documents, agreements and warranty instruments submitted to us as copies or specimens, the accuracy (as to matters of fact) of the matters set forth in the preceding paragraph (which representation documents, agreements and warranty shall survive effectiveness of instruments we reviewed, and that such documents, agreements and instruments evidence the Collateral Surrender contemplated hereby). The Subject Borrower entire understanding between the parties thereto and the Applicable Primary Dealer party hereto each hereby consent have not been amended, modified or supplemented in any manner material to the assignment by Lender opinions expressed herein. As to any purchaser matters of fact relevant to the Subject Collateral following opinions expressed herein, we have relied upon, and assumed the effectiveness of the Collateral Surrender contemplated hereby of (i) accuracy of, the representations and warranties contained in the Transaction Documents and we have relied upon certificates and oral or written statements and other information obtained from the Obligors, the other parties to the transaction referenced herein, and public officials. Except as expressly set forth herein, we have not undertaken any independent investigation (including, without limitation, conducting any review, search or investigation of any public files, records or dockets) to determine the existence or absence of the Subject Borrower facts that are material to our opinions, and no inference as to our knowledge concerning such facts should be drawn from our reliance on the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 representations of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], Obligors in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein connection with the same meaningspreparation and delivery of this letter. The Borrower identified on the signature page hereto (the “Subject Borrower”)In particular, acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentwe have examined and relied upon:

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

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

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

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

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT D-1 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonOPINION OF COUNSEL FOR THE INITIAL XXXXXXXX Xxxxxxxx 00, 0000 Xxxxxxxx, N.A., as Custodian Agent 0000 Xxxxx Xxxx, Building #3 New Castle, DE 19720 and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Atteach Lender identified on Schedule I hereto Re: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Xerox Corporation/Credit Agreement Ladies and Gentlemen: Reference is made We have acted as special counsel to Xerox Corporation, a New York corporation (the Master Loan “Company”), in connection with the preparation, execution and Security delivery of (a) the Credit Agreement dated the date hereof (as it may be amended or supplemented the “Credit Agreement”), among the Company, the lenders from time to timetime party thereto (the “Lenders”), Citibank, N.A., as administrative agent for the Lenders (in such capacity, the “MLSAAgent”), by and among Federal Reserve Bank of New YorkCitigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and BNP Paribas Securities Corp., as LenderJoint Lead Arrangers and Bookrunners and (b) certain other agreements, The Bank instruments and documents related to the Credit Agreement. This opinion is being delivered pursuant to Section 3.01(f)(iv)(A) of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretoCredit Agreement. Terms defined in the MLSA Capitalized terms used herein and not otherwise defined herein are used herein with shall have the same meaningsmeanings herein as ascribed thereto in the Credit Agreement. The Borrower identified on In our examination we have assumed the signature page hereto (the “Subject Borrower”), acting though [name genuineness of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSAall signatures including endorsements, the Subject Borrower acknowledges that all legal capacity of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated herebynatural persons, the Subject Collateral is free authenticity of any Adverse Claim, except all documents submitted to us as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to timeoriginals, the “MLSA”)conformity to original documents of all documents submitted to us as facsimile, by and among Federal Reserve Bank of New Yorkelectronic, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodiancertified or photostatic copies, and the Primary Dealers party theretoauthenticity of the originals of such copies. Terms defined in As to any facts material to this opinion which we did not independently establish or verify, we have relied upon statements and representations of the MLSA Company and not otherwise defined herein are used herein with their officers and other representatives and of public officials, including the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as facts and conclusions set forth below (therein. In rendering the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentopinions set forth herein, we have examined and relied on originals or copies of the following:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: CREDIT AGREEMENT EXHIBIT B-1 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonCOMPLIANCE CERTIFICATE Key Bank, National Association as Custodian and Administrator QSR Administration 000 Xxxxxxx Administrative Agent 200 Xxxxxxxx Xxxxxx Xxxxxx, 4E New YorkXX 00000 Attn: Mx. Xxxxxxxxxxx Xxxx RE: SS Growth Operating Partnership, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx L.P. Compliance Certificate for through Dear Ladies and Gentlemen: Reference This Compliance Certificate is made with reference to the Master Loan that certain Amended and Security Restated Credit Agreement dated as of ____________, 2017 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSA”"Credit Agreement"), by among SS Growth Operating Partnership, L.P. and among Federal Reserve Bank certain of New Yorkits Subsidiaries (collectively, the "Borrower"), the financial institutions party thereto, as Lenderlenders, The Bank of New York Mellonand KeyBank, National Association, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretoAdministrative Agent. Terms defined All capitalized terms used in the MLSA this Compliance Certificate (including any attachments hereto) and not otherwise defined in this Compliance Certificate shall have the meanings set forth for such terms in the Credit Agreement. All Section references herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect shall refer to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower Credit Agreement. I hereby consents to certify that I am the acceptance Chief Financial Officer of SS Growth Operating Partnership, L.P., and that I make this Certificate on behalf of each Borrower. I further represent and certify on behalf of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as follows as of the date of effectiveness this Compliance Certificate: I have reviewed the terms of the Collateral Surrender contemplated herebyLoan Documents and have made, the Subject Collateral is free of any Adverse Claimor have caused to be made under my supervision, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness a review in reasonable detail of the Collateral Surrender contemplated hereby shall not transactions and consolidated and consolidating financial condition of the Borrower and its Subsidiaries, during the accounting period (xthe "Reporting Period") discharge any Obligation that covered by the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have financial reports delivered simultaneous herewith pursuant to Section 17.0 5.01[(a)][(b)], and that such review has not disclosed the existence during or at the end of such Reporting Period (and that I do not have knowledge of the MLSA existence as at the date hereof) of any condition or event which constitutes a Default or Event of Default. All referenced dollar amounts in this certificate are stated in thousands unless otherwise noted. Attached hereto as Schedule A-1 is a result of a breach list of the representation Real Property that comprises the Pool and warranty set forth the Pool Value, and Schedule A-2 is a list of the Real Property assets that were identified as being in the preceding paragraph (which representation Pool in the last Compliance Certificate and warranty shall survive effectiveness that are no longer qualified to be in the Pool as of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser last day of the Subject Collateral following the effectiveness Reporting Period. As of the Collateral Surrender contemplated hereby of (i) the representations and warranties last day of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name PrepaymentReporting Period:

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

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: Form of Assignment and Assumption EXHIBIT F FORM OF COLLATERAL SURRENDER DESIGNATED BORROWER REQUEST AND ACCEPTANCE NOTICE [ASSUMPTION AGREEMENT Date] The : ___________, _____ To: Bank of New York MellonAmerica, N.A., as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Administrative Agent Ladies and Gentlemen: Reference This Designated Borrower Request and Assumption Agreement is made and delivered pursuant to the Master Loan Section 2.14 of that certain Amended and Security Agreement Restated Credit Agreement, dated as of November 30, 2018 (as it may be amended amended, restated, extended, supplemented or supplemented otherwise modified in writing from time to time, the “MLSACredit Agreement”), by among Fortive Corporation, a Delaware corporation (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and among Federal Reserve Bank of New YorkAmerica, N.A., as Administrative Agent and Swing Line Lender, The Bank and reference is made thereto for full particulars of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, the matters described therein. All capitalized terms used in this Designated Borrower Request and the Primary Dealers party thereto. Terms defined in the MLSA Assumption Agreement and not otherwise defined herein are used herein with shall have the same meaningsmeanings assigned to them in the Credit Agreement. The Borrower identified on the signature page hereto Each of (the “Subject Designated Borrower”)) and the Company hereby confirms, acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as the Administrative Agent and the Lenders that the Designated Borrower is a Subsidiary of the date of effectiveness Company. The documents required to be delivered to the Administrative Agent under Section 2.14 of the Collateral Surrender contemplated hereby, Credit Agreement will be furnished to the Subject Collateral is free Administrative Agent in accordance with the requirements of any Adverse Claim, except as created under the Lending Credit Agreement. The Subject parties hereto hereby confirm that with effect from the date hereof, the Designated Borrower hereby acknowledges shall have obligations, duties and agrees that effectiveness liabilities toward each of the Collateral Surrender contemplated other parties to the Credit Agreement identical to those which the Designated Borrower would have had if the Designated Borrower had been an original party to the Credit Agreement as a Borrower. The Designated Borrower confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions of the Credit Agreement. The parties hereto hereby shall not (x) discharge any Obligation request that the Subject Designated Borrower may be entitled to receive Revolving Credit Loans and request Bid Loans under the Credit Agreement, and understand, acknowledge and agree that neither the Designated Borrower nor the Company on its behalf shall have any right to Lender pursuant request any Committed Loans for its account unless and until the date one Business Day after the effective date designated by the Administrative Agent in a Designated Borrower Notice delivered to the MLSA other than Company and the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have Lenders pursuant to Section 17.0 2.14 of the MLSA or as Credit Agreement. This Designated Borrower Request and Assumption Agreement shall constitute a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer Loan Document under the Lending Agreement Credit Agreement. THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. Form of Designated Borrower Request and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name PrepaymentAssumption Agreement

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or any other electronic format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank SCHEDULE I LEGAL NAMES Pursuant to Section 4.1 of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (Agreement, each FS/KKR Party’s exact legal name is as it may be amended or supplemented from time to timefollows: Borrower: Ambler Funding LLC, a Delaware limited liability company Transferor: FS KKR Capital Corp., a Maryland corporation SCHEDULE II LOAN LIST TO BE DELIVERED IN CONNECTION WITH EACH BORROWING BASE CERTIFICATE SCHEDULE III [reserved] SCHEDULE IV AGREED-UPON PROCEDURES In accordance with Section 5.1(t)(vi) of the Loan and Security Agreement, the “MLSA”), Borrower or Collateral Manager will cause a firm of nationally recognized independent public accountants (or any other party identified by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election Administrative Agent) to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender furnish in accordance with Section 13.3 attestation standards established by the American Institute of Certified Public Accountants a report to the effect that such accountants (or such other party) have either verified, compared, or recalculated the following information contained in the applicable Borrowing Base Certificates to the applicable system or records of the MLSA, Borrower or the Subject Borrower acknowledges that all Collateral Manager and the financial statements of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender thatunderlying Obligors, as applicable: · Borrowing Base · Availability · Minimum Credit Enhancement Amount · Total Interest Coverage Ratio · Loan List o Loan Type o Outstanding Balance o Purchase Price o Loan maturity date o Interest Rate: § fixed/floating § index (if applicable) § spread or coupon § PIK (if applicable) o S&P Industry Classification o Eligible principal amount o Assigned Value o Trailing twelve-month EBITDA for the current test period o Original trailing twelve-month EBITDA o Obligor Net Senior Leverage Ratio (recalculated based on the Obligor financial statements and or other information from the applicable systems or records of the date of effectiveness Borrower or Collateral Manager for such period) o Original Obligor Net Senior Leverage Ratio (recalculated based on the Obligor financial statements and or other information from the applicable systems or records of the Borrower or Collateral Surrender contemplated hereby, Manager for such period) o Obligor Net Total Leverage Ratio (recalculated based on the Subject Collateral is free of any Adverse Claim, except as created under Obligor financial statements and or other information from the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness applicable systems or records of the Borrower or Collateral Surrender contemplated hereby shall not Manager for such period) o Original Obligor Net Total Leverage Ratio (x) discharge any Obligation that recalculated based on the Subject Borrower may have to Lender pursuant to Obligor financial statements and or other information from the MLSA other than the Subject Obligations applicable systems or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 records of the MLSA Borrower or as a result of a breach Collateral Manager for such period) o Obligor Cash Interest Coverage Ratio (recalculated based on the Obligor financial statements and or other information from the applicable systems or records of the representation Borrower or Collateral Manager for such period) o Original Obligor Cash Interest Coverage Ratio (recalculated based on the Obligor financial statements and warranty set forth in or other information from the preceding paragraph (which representation and warranty shall survive effectiveness applicable systems or records of the Borrower or Collateral Surrender contemplated hereby). The Subject Borrower and Manager for such period) · Recalculation of Excess Concentration Amounts At the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser discretion of the Subject Collateral following Administrative Agent and a firm of nationally recognized independent public accountants (or such other party identified by the effectiveness of the Collateral Surrender contemplated hereby of Administrative Agent), (i) three (3) random Borrowing Base Certificates for each fiscal year beginning in fiscal year 2021, and, (ii) in each case, for the representations ten (10) largest single Obligors in the corresponding Borrowing Base Certificate, compare the cash activity information in the Administrative Agent’s cash log to the corresponding information in the Collateral Custodian’s cash log for the collection period relating to the corresponding Borrowing Base Certificate and warranties noted that the interest and principal payments received during the collection period on the respective top ten Obligors cash activity were in agreement. The report provided by such firm (or such other party) may be in a format such typically utilized for a report of this nature; provided that it will consist of at a minimum (i) a list of deviations from the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement applicable Borrowing Base Certificate and (ii) discuss with the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Collateral Manager the reason for such deviations, and set forth the findings in such report. SCHEDULE V S&P INDUSTRY CLASSIFICATIONS Summary report: Litera Compare for Word 11.4.0.111 Document comparison done on 11/1/2023 6:23:59 PM Style name: Dechert Default Intelligent Table Comparison: Active Original DMS: iw://NA_IMANAGE/BUSINESS/30674336/1 Modified DMS: iw://NA_IMANAGE/BUSINESS/30671506/1 Changes: Add 76 Delete 586 Move From 0 Move To 0 Table Insert 0 Table Delete 6 Table moves to 0 Table moves from 0 Embedded Graphics (Visio, ChemDraw, Images etc.) 1 Embedded Excel 0 Format changes 0 Total Changes: 669 2 To be included if Borrower consent is required pursuant to Section 17.0 12.16 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name PrepaymentAgreement.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellonand, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to timeextent applicable, the Bankruptcy Code. Form of Assignment and Assumption EXHIBIT F TO THE AMENDED AND RESTATED CREDIT AGREEMENT [DA VITA LETTERHEAD] July 15, 2003 Credit Suisse First Boston as Swing Line Bank as Administrative Agent Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 and The Book Managers The Documentation Agents The Syndication Agents The Issuing Banks and The Lenders party to the Credit Agreement Re: Amended and Restated Credit Agreement dated as of July 15, 2003, among DaVita Inc., the banks, financial institutions and the institutional lenders party thereto as lenders, the banks party thereto as issuing banks, Credit Suisse First Boston (“MLSACSFB”), by as swing line bank and among Federal Reserve administrative agent, CSFB and Banc of America Securities LLC, as the joint book running managers and joint lead arranger in respect of the Revolving Credit Facility (as defined in the Credit Agreement) and the Term A Facility (as defined in the Credit Agreement) and CSFB as the sole book running manager and sole lead arranger in respect of the Term B Facility (as defined in the Credit Agreement), The Bank of New York, as Lender, The Bank of New York MellonNova Scotia and Wachovia Bank, National Association, as Administrator, The documentation agents in respect of the Revolving Credit Facility and the Term A Facility and Bank of New York MellonAmerica, N.A. as syndication agent in respect of the Revolving Credit Facility and the Term A Facility and CSFB, as Custodian, and syndication agent in respect of the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto Term B Facility (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject CollateralCredit Agreement”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to I am the Master Loan and Security Agreement General Counsel of DaVita, Inc., a Delaware corporation (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”). This opinion is rendered to you in compliance with 3.01(a) of the Credit Agreement. Capitalized terms used herein without definition have the same meanings as in the Credit Agreement. In my capacity as such counsel, acting though [name I have examined originals, or copies identified to my satisfaction as being true copies, of Primary Dealer]such records, documents or other instruments as its duly authorized agentin my judgment are necessary or appropriate to enable me to render the opinions expressed below. These records, hereby notifies you of its election documents and instruments included the following: Credit Suisse First Boston The Book Managers The Documentation Agents The Syndication Agents The Issuing Banks and The Lenders party to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name PrepaymentCredit Agreement July 15, 2003

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic transmission (including 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. APPENDIX 5The Administrative Agent shall be entitled to rely, without independent investigation, 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. EXHIBIT B [Form of] BORROWING REQUEST Wilmington Trust, National Association as Administrative Agent for the Lenders referred to below Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Attention: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE Xxxxxxxx X. Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: XXXxxxxxxx@XxxxxxxxxxXxxxx.xxx Re: SolarWinds Holdings, Inc. [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement Second Lien Credit Agreement, dated as of March 15, 2018 (as it may be amended, restated, amended and restated, refinanced, extended, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by and among Federal Reserve Bank of New YorkSolarWinds Intermediate Holdings I, as LenderInc., The Bank of New York Mellona Delaware corporation (“Holdings”), as AdministratorSolarWinds Holdings, The Bank of New York MellonInc., as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto a Delaware corporation (the “Subject Borrower”), acting though [name of Primary Dealer]the Subsidiary Guarantors, the Lenders party thereto from time to time and Wilmington Trust, National Association, as its duly authorized agent, hereby notifies you of its election to exercise its Administrative Agent and Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Agent. Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have gives you notice pursuant to Section 17.0 2.03 of the MLSA or as Credit Agreement that it requests a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer Borrowing under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianCredit Agreement, and the Primary Dealers party thereto. Terms defined that in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set connection therewith sets forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentterms on which such Borrowing is requested to be made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law internal laws of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE EXHIBIT D Forms of Opinions of Counsel for the Borrower [Date] The Bank To the Administrative Agent and each of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Attthe Lenders party to the Credit Agreement referred to below Re: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx $200,000,000 Revolving Credit Agreement Ladies and Gentlemen: Reference is made We have acted as special counsel to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto PPL Electric Utilities Corporation (the “Subject Borrower”), acting though [name in connection with the $200,000,000 Revolving Credit Agreement, dated as of Primary Dealer]December 31, 2010, among the Borrower, Xxxxx Fargo Bank, National Association, as its duly authorized agentAdministrative Agent, hereby notifies you of its election Issuing Lender and Swingline Lender, and the Lenders party thereto from time to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above time (the “Subject CollateralAgreement”) ). Capitalized terms used but not defined herein have the meanings assigned to such terms in full satisfaction the Agreement. We have reviewed the Agreement[, the Notes of the Obligations secured thereby Borrower executed and delivered by the Borrower on the date hereof (the “Subject ObligationsNotes”),] and the other documents executed and delivered by the Borrower in connection with the Agreement. Upon As to various questions of fact relevant to the effectiveness opinions set forth below, we have relied, with your consent, upon certificates of this Collateral Surrender in accordance with Section 13.3 public officials and officers or other employees of the MLSABorrower and its affiliates, representations and agreements of the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents Agreement and warrants to Lender thatthe other transaction documents, as and other oral and written assurances by officers or other employees of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending AgreementBorrower and its affiliates. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation We have assumed that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had instruments referred to in this opinion have been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered by all parties. In addition, we have examined such other documents and satisfied ourselves as to such other matters as we have deemed appropriate in order to render this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice opinion. Based on the Subject Borrower’s behalf. Very truly yoursforegoing, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made subject to the Master Loan and Security Agreement (as it may be amended or supplemented from time to timequalifications hereafter mentioned, we are of the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentopinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonEXHIBIT E April 15, 2011 FBR Capital Markets LT, Inc., as Custodian Documentation Agent, Syndication Agent and Administrator QSR Administration Administrative Agent under the Credit Agreement Referred to Herein and the Lenders listed on Schedule 1.1A to the Credit Agreement c/o FBR Capital Markets LT, Inc. 000 Xxxxxxx Xxxx Xxxxxx, 4E New York00xx Xxxxx Xxx Xxxx, NY 10286 AttXX 00000 Re: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Credit Agreement dated as of April 15, 2011 of UniTek Global Services, Inc. Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement We have acted as counsel for UniTek Global Services, Inc., a Delaware corporation (as it may be amended or supplemented from time to time, the “MLSACompany”), by in connection with the Credit Agreement, dated as of April 15, 2011 (the “Credit Agreement”), among the Company, the lenders referred to therein (the “Lenders”) and among Federal Reserve Bank of New YorkFBR Capital Markets LT, Inc., as LenderDocumentation Agent and Syndication Agent and FBR Capital Markets LT, The Bank of New York MellonInc., as Administrator, The Bank of New York Mellon, as Custodian, and Administrative Agent for the Primary Dealers party theretoLenders (the “Agent”). Terms defined in the MLSA and not Credit Agreement are used as therein defined, unless otherwise defined herein are used herein with the same meaningsherein. The Borrower identified on the signature page hereto (References in this opinion letter to the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect New York UCC” are to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) Uniform Commercial Code as currently in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest effect in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank State of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045. The terms in paragraphs 8-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms 11 that are defined in the MLSA New York UCC and that are not capitalized have the respective meanings given to them in the New York UCC. This opinion letter is being delivered to you pursuant to Article 4(j) of the Credit Agreement. In connection with this opinion letter, we have examined originals, or copies certified or otherwise defined herein are used herein with identified to our satisfaction, of the same meanings. The Borrower identified on certificate of incorporation, articles of incorporation, certificate of formation, bylaws and operating agreement, as applicable, of the signature page hereto Company and each of its Named Subsidiaries (as hereafter defined) and such other documents and records, and other instruments as we have deemed appropriate for purposes of the opinions set forth herein, including the following documents (the “Subject Borrower”), acting though [name of Primary Dealer], documents referred to in clauses (a) through (e) below are referred to herein as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan PrepaymentCredit Documents”): Loan Identification # Borrower Name PrepaymentFBR Capital Markets LT, Inc. April 15, 2011

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT B FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE OPINION OF BORROWER’S COUNSEL [LETTERHEAD OF SUNOCO] [Effective Date] To the Lenders party to the Credit Agreement referred to below, and JPMorgan Chase Bank, N.A., as Administrative Agent Re: Sunoco, Inc. $900 Million Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement Ladies and Gentlemen: I am Assistant General Counsel of Sunoco Inc., a Pennsylvania corporation (the “Borrower”), and have acted as counsel for the Borrower in connection with the $900,000,000 Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement, dated as of (the “Credit Agreement”) among the Borrower, the lending institutions from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), Bank of America, N.A., as syndication agent, and Bank of Tokyo-Mitsubishi Trust Company, Barclays Bank PLC and Citibank, NA as co-documentation agents. This opinion is being delivered to you pursuant to Section 4.01(b) of the Credit Agreement. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Credit Agreement. In that connection, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I have deemed necessary or appropriate for purposes of this opinion, including (i) the Credit Agreement, (ii) any promissory notes delivered today pursuant to Section 2.09(e) of the Credit Agreement (“Notes”), (iii) the Articles of Incorporation of the Borrower, (iv) the Bylaws of the Borrower and (v) the resolutions adopted by the Board of Directors of the Borrower on May 1, 2002. In connection with this opinion, I or other attorneys acting under my supervision have (i) investigated such questions of law, (ii) examined such documents and records of the Borrower and its Subsidiaries and certificates of public officials, and (iii) received such information from officers and representatives of the Borrower and its Subsidiaries and made such investigations that I or other attorneys under my supervision have deemed necessary or appropriate for the purposes for this opinion. I have not, nor have other attorneys under my supervision, conducted independent investigations or inquiries to determine the existence of matters, actions, proceedings, items, documents, facts, judgments, decrees, franchises, certificates, permits or the like and have made no independent search of the records of any court, arbitrator or Governmental Authority affecting the Borrower or any Subsidiary. In rendering my opinion, I have assumed the due authorization, execution and delivery of the Credit Agreement by all parties thereto other than the Borrower; the genuineness and authenticity of all signatures on original documents by all parties thereto; the authenticity of all documents submitted to me as originals; the conformity to originals of all documents submitted to me as copies; and the accuracy, completeness and authenticity of certificates of public officials. Based on the foregoing and subject to the qualifications set forth herein, I am of the opinion that: The Borrower has been duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation. The Borrower has all necessary corporate power required to carry on its business as now conducted. The Borrower has all necessary corporate power and authority to execute and deliver the Credit Agreement and any Notes and to perform its obligations thereunder. The execution and delivery by the Borrower of the Credit Agreement and the Notes, the performance by the Borrower of its obligations thereunder and the Borrowings under the Credit Agreement (a) are within the Borrower’s corporate power, (b) have been duly authorized by all necessary corporate and, if necessary, shareholder action, (c) require no authorization, approval or other action by or in respect of, or notice to, consent of, order of or filing with, any Governmental Authority, (d) do not (i) violate any law, rule or regulation of the United States of America (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System) or the Commonwealth of Pennsylvania, of the Articles of Incorporation or Bylaws of the Borrower or of any existing judgment, injunction, order, decree or other instrument or agreement known to me of any Governmental Authority binding upon the Borrower or any Material Subsidiary or any of their properties or assets or (ii) result in the creation or imposition of any Lien on any asset or property of the Borrower or any Material Subsidiary and (e) do not and will not violate, result in a breach of or constitute (with due notice or lapse of time or both) a default under any existing indenture, mortgage, agreement for borrowed money, bond, note or similar instrument or any other material agreement to which the Borrower or any Material Subsidiary is a party or by which the Borrower or any Material Subsidiary or any of its respective properties or assets is bound. If, contrary to the agreement of the parties thereto, the Credit Agreement and the Notes were held to be governed by the laws of the Commonwealth of Pennsylvania, the Credit Agreement and the Notes would constitute legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and, other similar laws relating to or affecting creditor’s rights generally and to general principles of equity from time to time in effect (regardless of whether enforcement is sought in a proceeding in equity or at law). To my knowledge there is no action, suit or proceeding pending or threatened in writing before any Governmental Authority or arbitrator involving or affecting the Borrower or any Subsidiary or any property or assets of the Borrower or any Subsidiary (i) that purports to affect the legality, validity or enforceability of the Credit Agreement or the Notes or (ii) that could reasonably be expected to result in a Material Adverse Effect. The opinion in paragraph 3 above is subject to the following qualifications: (a) insofar as provisions contained in the Credit Agreement provide for indemnification, the enforceability thereof may be limited by public policy considerations, (b) the availability of a decree for specific performance or an injunction is subject to the discretion of the court requested to issue any such decree or injunction, (c) the enforceability of provisions that waivers must be in writing is limited to the extent that an oral agreement or implied agreement by trade, practice or course of conduct modifying provisions of the Credit Agreement has been made, and (d) I express no opinion as to the effect of the laws of any jurisdiction (other than the Commonwealth of Pennsylvania) where any Lender may be located or where enforcement of the Credit Agreements or the Notes may be sought that limits the rates of interest legally chargeable or collectible. I draw your attention to the provisions of Section 911(b) of the Pennsylvania Crimes Code (the “Crimes Code”), 18 Pa.CS § 911(b), in connection with the fact that the Loans bear floating rates of interest. Section 911(b) of the Crimes Code makes it unlawful to use or invest income derived from a pattern of “racketeering activity” in the establishment or operation of any enterprise. “Racketeering activity,” as defined in the Crimes Code, includes the collection of money or other property in full or partial satisfaction of a debt which arose as the result of the lending of money or other property at the rate of interest exceeding 25% per annum where not otherwise authorized by law. I express no opinion herein as to (i) Section 9.10(b) of the Credit Agreement, insofar as such Section relates to the subject matter jurisdiction of the United States District Court for the Southern District of New York to adjudicate any controversy related to the Credit Agreement, (ii) the waiver of an inconvenient forum set forth in Section 9.10(c) of each Credit Agreement or (iii) Section 9.09 of each Credit Agreement insofar as it relates to setoffs in respect of participations purchased in Loans. I express no opinion as to the law of any jurisdiction other that the federal law of the United States and the law of the Commonwealth of Pennsylvania. This opinion is limited to the matters expressly stated herein. No implied opinion may be inferred to extend this opinion beyond the matters expressly stated herein. I do not undertake to advise you or anyone else of any changes in the opinions expressed herein resulting from changes in law, changes in facts or any other matters that hereafter might occur or be brought to my attention. This opinion is rendered only to the Administrative Agent and the Lenders and their permitted transferees under the Credit Agreement and is solely for their benefit in connection with the Credit Agreement. This opinion may not be relied upon by any other person or used, circulated, quoted or otherwise referred to for any other purpose. Very truly yours, EXHIBIT C FORM OF REQUEST FOR EXTENSION OF FACILITY MATURITY DATE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan Amended and Security Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of June 30, 2006 (as it may be amended or supplemented from time to timeamended, the “MLSACredit Agreement”)) among Sunoco, by and among Federal Reserve Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of New YorkAmerica, N.A., as LenderSyndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York MellonBranch, Barclays Bank PLC and Citibank, N.A. as Administrator, The Bank of New York Mellon, as Custodian, and Co-Documentation Agents. Capitalized terms used but not defined herein shall have the Primary Dealers party thereto. Terms defined meanings assigned to such terms in the MLSA and not otherwise defined herein are used herein with the same meaningsCredit Agreement. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in In accordance with Section 13.3 2.19 of the MLSACredit Agreement, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as undersigned hereby requests an extension of the date of effectiveness of the Collateral Surrender contemplated herebyMaturity Date from August [ ], the Subject Collateral is free of any Adverse Claim[ ] to August [ ], except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf[ ]. Very truly yours, [NAME OF PRIMARY DEALER]SUNOCO, in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”)INC., by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name PrepaymentName:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: 12 Describe Credit Agreement at option of Administrative Agent. EXHIBIT D-2 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE ADMINISTRATIVE QUESTIONNAIRE [DateTO BE ATTACHED] EXHIBIT E OPINION MATTERS The Bank matters contained in the following Sections of New York Mellonthe Credit Agreement should be covered by the legal opinion: • Section 5.01(a), as Custodian (b) and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies (c) (provided that the opinion required by Subsection (c) will be limited to the Loan Parties and Gentlemen: their respective jurisdictions of organization) • Section 5.02 • Section 5.03 • Section 5.04 • Section 5.14(a) and (b) (solely with respect to the Borrower and the Guarantors) EXHIBIT F (intentionally omitted) EXHIBIT G-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Master Loan and Security Agreement Credit Agreement, dated as of January 6, 2020 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by among Telephone and among Federal Reserve Bank of New YorkData Systems, Inc., a Delaware corporation, CoBank, ACB, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, Administrative Agent and a Lender and the Primary Dealers Lenders from time to time party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect Pursuant to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’sprovisions of Section 3.01(e) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSACredit Agreement, the Subject Borrower acknowledges undersigned hereby certifies that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) it is the representations sole record and warranties beneficial owner of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (iiLoan(s) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as well as any Note(s) evidencing such Loan(s)) in respect of which it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentis providing this certificate,

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by 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. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE 66639525_6 EXHIBIT B-1 [DateForm of opinion of Xxxx X. Xxxxx, Esq.] The Bank of New York MellonOctober __, 2015 MUFG Union Bank, N.A., as Custodian Administrative Agent and Administrator QSR Administration a Lender 000 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx, 4E New York15th Floor Los Angeles, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx California 90071 The Lenders listed on Schedule I hereto Ladies and Gentlemen: Reference is made to the Master Loan I am Vice President and Security Agreement General Counsel of Tucson Electric Power Company, an Arizona corporation (as it may be amended or supplemented from time to time, the “MLSACompany”), by and have acted as such in connection with the Credit Agreement, dated as of October __, 2015, among Federal Reserve the Company, the Lenders party thereto, JPMorgan Chase Bank, N.A., SunTrust Bank of New Yorkand Xxxxx Fargo Bank, National Association, as LenderCo-Syndication Agents, The Bank of New York MellonNova Scotia and U.S. Bank National Association, as AdministratorCo-Documentation Agents, The Bank of New York Mellonand MUFG Union Bank, N.A., as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto Administrative Agent (the “Subject BorrowerCredit Agreement”), . In so acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance I have reviewed all corporate proceedings of the Collateral set forth above Company in connection with the authorization, execution and delivery of the Credit Agreement, the promissory notes executed and delivered by the Company on the date hereof pursuant to Section 2.09(e) of the Credit Agreement (the “Subject CollateralNotes”) in full satisfaction of and the Obligations secured thereby fee letter agreement, dated October __, 2015, between the Company and MUFG Union Bank, N.A., as Administrative Agent (the “Subject ObligationsFee Letter”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title I have also examined such other documents and interest in the Subject Collateral shall be transferred satisfied myself as to Lender. The Subject Borrower represents and warrants to Lender that, such other matters as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may I have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or deemed necessary as a result of a breach of basis for the representation and warranty opinions set forth in the preceding paragraph (which representation and warranty shall survive effectiveness below. I have relied as to various questions of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) fact upon the representations and warranties of the Subject Borrower Company contained in the Credit Agreement and the Applicable Primary Dealer under the Lending Agreement certificates of public officials and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 officers of the MLSA as if Company delivered thereunder. Unless otherwise specified herein, capitalized terms used herein have the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan respective meanings set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian Credit Agreement. Based upon and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made subject to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodianforegoing, and subject also to the Primary Dealers party thereto. Terms defined in qualifications hereinafter set forth, I am of the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentopinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number counterparts (and by different parties hereto on different counterparts), each of counterpartswhich shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic 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. APPENDIX 5: EXHIBIT B [FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [DateOF] The Bank of New York MellonBORROWING REQUEST JPMorgan Chase Bank, N.A., as Custodian Administrative Agent Loan and Administrator QSR Administration Agency Services Group Floor 01, NCC 5 000 Xxxxxxx XxxxxxXxxxxxxxxx Xxxx Newark, 4E New York, NY 10286 AttDE 19713 Attention: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Xxxxxxxxx Xxxxx Telephone: (000) 000-0000 Fax: (000) 000-0000 [DATE] Ladies and Gentlemen: Reference is made to the Master Loan Second Amended and Security Restated Credit Agreement dated as of October 10, 2018 (as it may be amended, amended and restated, supplemented or supplemented otherwise modified from time to time, the “MLSAAmended and Restated Credit Agreement”), by among SurveyMonkey Inc. (the “Borrower”), SVMK Inc. (“Holdings”), the Lenders party thereto from time to time and among Federal Reserve Bank of New YorkJPMorgan Chase Bank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretoAdministrative Agent. Terms defined in the MLSA and Capitalized terms used but not otherwise defined herein are used herein with shall have the same meaningsmeanings specified in the Amended and Restated Credit Agreement. The This notice constitutes a Borrowing Request and the Borrower identified on hereby gives you notice, pursuant to Section [2.03] [2.04] of the signature page hereto (Amended and Restated Credit Agreement, that it requests a Borrowing under the “Subject Borrower”)Amended and Restated Credit Agreement, acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right and in connection therewith specifies the following information with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name PrepaymentBorrowing:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other secure electronic 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. APPENDIX 5: EXHIBIT B FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonOPINION OF BORROWER’S COUNSEL September 10, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to 2021 To the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, Lenders and the Primary Dealers party thereto. Terms defined in the MLSA Agent referred to below: Re: Portland General Electric Company Second Amended and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto Restated Credit Agreement dated as of September 10, 2021 We have acted as special counsel for Portland General Electric Company, an Oregon corporation (the “Subject Borrower”), acting though [name in connection with the $650 million revolving credit facility established pursuant to that certain Second Amended and Restated Credit Agreement dated as of Primary Dealer]September 10, 2021 (the “Agreement”), among the Borrower, Xxxxx Fargo Bank, National Association, as its duly authorized agentAdministrative Agent (the “Agent”), hereby notifies the financial institutions identified on Schedule 2 thereto as Lenders (the “Lenders”), and Xxxxx Fargo Securities, LLC, as Sustainability Agent. This opinion is being furnished to you at the request of its election the Borrower pursuant to exercise its Collateral Surrender Right with respect Section 4.1(b)(v) of the Agreement. Unless the context indicates otherwise, capitalized terms used in this opinion have the meanings attributed to them in the Agreement. In rendering this opinion, we have not reviewed any documents other than the Loan Documents defined below or documents directly referenced by this opinion. In particular, we have not reviewed any document that is referred to in or incorporated by reference into any document that we have reviewed, and we have not independently established the facts stated in any of the documents we have reviewed. We have assumed the genuineness of all signatures, the authenticity of all documents provided to us as originals, and the conformity to authentic original documents of all documents provided to us as certified, conformed, or photostatic copies. As to questions of fact material to the following Loan: Loan Identification # opinions, we have relied upon certificates and other documentation of officers of the Borrower Name Collateral (CUSIP’s) and of public officials. Whenever our opinion is based on factual matters that are “to our knowledge,” or words of similar impact, it means conscious awareness of facts or other information by the Primary Lawyer Group. The Subject Borrower hereby consents Primary Lawyer Group consists of Xxxxxx X. Xxxxxx, Xxxxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx and Xxxxxx XxXxxxxx. Notwithstanding anything to the acceptance of the Collateral set forth above (the “Subject Collateral”) contrary in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSAopinion letter, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right the opinion we express in paragraph 1 below is based solely on our review of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 (a) a copy of the MLSA or articles of incorporation for the Borrower, as a result certified by the Secretary of a breach State of the representation State of Oregon on November 12, 2020, (b) a certificate of existence for the Borrower issued by the Secretary of State of the State of Oregon on March 24, 2021, (c) a certificate of registration for the Borrower issued by the Secretary of State of the State of Washington on September 8, 2021, and warranty (d) a certificate of authorization for the Borrower issued by the Secretary of State of the State of Montana on September 8, 2021, and (z) the opinion we express in paragraph 5 below is based solely upon a certificate from an officer of the Borrower. The Lenders and the Agent September 10, 2021 Based upon the foregoing, and subject to the assumptions, qualifications, limitations and exceptions set forth in the preceding paragraph (which representation and warranty shall survive effectiveness herein, including those set forth on Annex A incorporated herein by this reference, we are of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentopinion that:

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

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

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

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT D-1 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonOPINION OF COUNSEL FOR THE BORROWER March 4, 2016 JPMorgan Chase Bank, N.A., as Custodian and Administrator QSR Administration Administrative Agent 000 Xxxxxxx Xxxxxxxxxx Road, Ops 0, 0xx Xxxxx Xxxxxx, 4E New York, NY 10286 AttXxxxxxxx 00000 and each Lender identified on Schedule I hereto Re: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Xerox Corporation/Term Loan Agreement Ladies and Gentlemen: Reference is made We have acted as special counsel to Xerox Corporation, a New York corporation (the Master “Company”), in connection with the preparation, execution and delivery of (a) the Term Loan and Security Agreement dated as of the date hereof (as it may be amended or supplemented the “Credit Agreement”), among the Company, the lenders from time to timetime party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “MLSAAgent”), by and among Federal Reserve JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Xxxxxxx Sachs Bank of New YorkUSA and Mizuho Bank, Ltd., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianJoint Lead Arrangers and Joint Bookrunners, and (b) certain other agreements, instruments and documents related to the Primary Dealers party theretoCredit Agreement. Terms defined in This opinion is being delivered pursuant to Section 3.01(f)(iv)(A) of the MLSA Credit Agreement. Capitalized terms used herein and not otherwise defined herein are used herein with shall have the same meaningsmeanings herein as ascribed thereto in the Credit Agreement. The Borrower identified on In our examination we have assumed the signature page hereto (the “Subject Borrower”), acting though [name genuineness of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSAall signatures including endorsements, the Subject Borrower acknowledges that all legal capacity of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated herebynatural persons, the Subject Collateral is free authenticity of any Adverse Claim, except all documents submitted to us as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to timeoriginals, the “MLSA”)conformity to original documents of all documents submitted to us as facsimile, by and among Federal Reserve Bank of New Yorkelectronic, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodiancertified or photostatic copies, and the Primary Dealers party theretoauthenticity of the originals of such copies. Terms defined in As to any facts material to this opinion which we did not independently establish or verify, we have relied upon statements and representations of the MLSA Company and not otherwise defined herein are used herein with their officers and other representatives and of public officials, including the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as facts and conclusions set forth below (therein. In rendering the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentopinions set forth herein, we have examined and relied on originals or copies of the following:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM EXHIBIT B OPINION OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonCOUNSEL FOR THE BORROWER October 19, 2011 To the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, N.A., as Custodian Administrative Agent Loan and Administrator QSR Administration 000 Xxxxxxx XxxxxxAgency Services 00 Xxxxx Xxxxxxxx, 4E New York0xx Xxxxx Xxxxxxx, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Xxxxxxxx 00000-0000 Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (We have acted as it may be amended or supplemented from time to timecounsel for Central Xxxxxx Gas & Electric Corporation, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of a New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto corporation (the “Subject Borrower”), acting though [name in connection with the Credit Agreement dated as of Primary Dealer]October 19, as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above 2011 (the “Subject CollateralCredit Agreement”) in full satisfaction among the Borrower, the banks and other financial institutions identified therein as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent. This opinion is provided to you at the request of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 4.01(b) of the MLSA or Credit Agreement. Except as a result of a breach of otherwise indicated herein, capitalized definitional terms in this opinion have the representation and warranty meanings set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby)Credit Agreement. The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of We have examined: (i) executed copies of the Loan Documents, and (ii) originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for purposes of this opinion. In our examination, we have assumed the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photocopy or facsimile copies and the authenticity of the originals of such copies. As to any facts material to this opinion which were not independently established or verified, and certain other matters, we have relied, to the extent we deemed appropriate, upon the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank Loan Documents and upon oral or written statements of New Yorkofficers and other representatives of the Borrower and others, as Lender 00 Xxxxxxx Xxxxxx New Yorkincluding public officials. We also have made, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to timewith your consent, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentadditional assumptions:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkTexas. APPENDIX 5: FORM OF COLLATERAL SURRENDER ANNEX 1 to Assignment and Assumption, Solo Page EXHIBIT B TO EAGLE MATERIALS INC. AMENDED AND ACCEPTANCE NOTICE [Date] The Bank RESTATED CREDIT AGREEMENT Form of New York MellonOpinion of Counsel for the Borrower 16 December 2004 To the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, N.A. as Custodian and Administrator QSR Administration 000 Xxxxxxx Administrative Agent 0000 Xxxx Xxxxxx, 4E New York3rd Floor Dallas, NY 10286 AttTexas, TX 75201 Dear Sirs: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies We have acted as counsel for Eagle Materials Inc. (formerly Centex Construction Products, Inc.), a Delaware corporation (the “Borrower”) and Gentlemen: Reference is made the guarantors listed in Appendix 1 attached hereto (the “Guarantors”) (the Borrower and the Guarantors being collectively referred to hereafter as the Master Loan “Obligated Parties”) in connection with the Amended and Security Restated Credit Agreement dated as of December 16, 2004 (as it may be amended or supplemented from time to timethe “Credit Agreement”) among the Borrower, the “MLSA”), by banks and among Federal Reserve Bank of New York, other financial institutions identified therein as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianLenders, and the Primary Dealers party theretoJPMorgan Chase Bank, N.A. as Administrative Agent. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meanings. The Borrower We have examined originals or copies, certified or otherwise identified on the signature page hereto (the “Subject Borrower”)to our satisfaction, acting though [name of Primary Dealer]such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as its duly authorized agent, hereby notifies you we have deemed necessary or advisable for purposes of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”)this opinion. Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 basis of the MLSAforegoing, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as we are of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentopinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance withPursuant to Section 5-1401 of the New York General Obligations Law, the law substantive laws of the State of New YorkYork applicable to agreements made and to be performed entirely within such state, without regard to the choice of law principles that might otherwise apply, and the applicable federal laws of the United States of America, shall govern the validity, construction, enforcement and interpretation of this Assignment and Assumption. APPENDIX 5: Exhibit I – Annex 1-2 EXHIBIT J FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE COMPLIANCE CERTIFICATE FOR [Date__________] The Bank of New York MellonENDED [__________] DATE: __________, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att20__ ADMINISTRATIVE AGENT: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and GentlemenXxxxxxx Asset Funding Inc. FUND BORROWER: Reference AGTB Private BDC This certificate is made to delivered under the Master Loan and Security Agreement Revolving Credit Agreement, dated as of June 10, 2022 (as it may be amended amended, modified, supplemented, or supplemented restated from time to time, the “MLSACredit Agreement”), by and among Federal Reserve Bank of New Yorkthe Fund Borrower, the Qualified Borrowers party thereto, Xxxxxx Xxxxxxx Asset Funding Inc., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto Administrative Agent (the “Subject BorrowerAdministrative Agent”)) for the Secured Parties and Sole Lead Arranger, acting though [name of Primary Dealer]and Xxxxxx Xxxxxxx Bank, N.A., as its duly authorized agentthe Letter of Credit Issuer and a Lender. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned Responsible Officer, in such capacity only and not in his/her individual capacity, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, certifies as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral hereof that he/she is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made certificate to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, Administrative Agent on behalf of the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianFund Borrower, and that as of the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentdate hereof:

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

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

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

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law laws of the State of New York. APPENDIX 5EXHIBIT F ACCEPTANCE LETTER PNC Bank, National Association 000 Xxxxx Xxxxxx, X0-XXXX-00-X Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxx, Senior Loan Support Analyst, Real Estate Loan Administration AvalonBay Communities, Inc. 0000 Xxxx Xxxx, 00xx Xxxxx Xxxxxxxxx, XX 00000 Gentlemen: We refer to the Term Loan Agreement, dated as of February 28, 2017, among AvalonBay Communities, Inc., as Borrower; PNC Bank, National Association and the other lenders who have become a party to said Term Loan Agreement as original signatories thereto or through the execution of Acceptance Letters or Assignment and Assumption Agreements prior to the date hereof, as Banks; and PNC Bank, National Association, as Administrative Agent. Said Term Loan Agreement, as amended from time to time, is hereinafter referred to as the “Loan Agreement”. Capitalized terms not otherwise defined herein shall have the respective definitions given them in the Loan Agreement. You and we hereby acknowledge and agree that, pursuant to Section 2.15 of the Loan Agreement, we are hereby made a party to the Loan Agreement, and for all purposes of the Loan Agreement shall be, and shall have all the rights and obligations of, a Bank, with a [Tranche A Commitment][Tranche B Commitment][Tranche A Loan][Tranche B Loan] in the amount of $ . We hereby acknowledge receipt of a Note from Borrower in said principal amount. Each of you acknowledges your consent to our becoming a Bank and to the amount of our Loan Commitment. Immediately following the execution hereof by all parties, we shall, pursuant to paragraph (b) of Section 2.15 of the Loan Agreement, remit to Administrative Agent the sum of $ , which shall be deemed our advance under our [Tranche A Loan][Tranche B Loan]. Attached hereto as Schedule A is an updated list setting forth the total [Loans][Loan Commitments], each Bank’s [Loans][Loan Commitments] and the principal balance that will be outstanding under each Bank’s Note (indicating Tranche A Loan or Tranche B Loan, as applicable) following our disbursement of funds. Set forth beneath our signature are the location of our Applicable Lending Office(s) and our address for notices under the Loan Agreement. Kindly indicate your agreement with the foregoing by your execution below. Very truly yours, [NEW BANK] By Name: Title: Address for notices: Applicable Lending Office: Agreement acknowledged this day of , 201 . AVALONBAY COMMUNITIES, INC. By Name: Title: Agreement acknowledged this day of , 201 . PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent By Name: Title: EXHIBIT G FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank SUBSIDIARY GUARANTY Subsidiary Guaranty, dated as of New York Mellon, 201 by and among the undersigned (the “Subsidiary Guarantor”), in favor of each of the Banks (as defined herein) and PNC Bank, National Association, as Custodian administrative agent (in such capacity, the “Administrative Agent”) for itself and Administrator QSR Administration 000 Xxxxxxx Xxxxxxfor the other financial institutions (collectively, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made the “Banks”) which are or may become parties to the Master Term Loan Agreement dated as of February 28, 2017 among AvalonBay Communities, Inc. (the “Borrower”), the Administrative Agent, and Security Agreement the Banks (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject ObligationsAgreement”). Upon Capitalized terms used herein without definition shall have the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest meanings ascribed to them in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Loan Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. APPENDIX 5: Exhibit D to Credit Agreement FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonDESIGNATION LETTER __________, 20__ To Citibank, N.A., as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 AttAgent Attention: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made We make reference to the Master Loan and Security Four-Year Credit Agreement (as it may be amended or supplemented modified from time to time, the “MLSACredit Agreement”; the terms defined therein being used herein as therein defined) dated as of June 14, 2011 among PepsiCo, Inc., (the “Company”), by and among Federal Reserve Bank of New YorkCitibank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianAgent (the “Agent”), and the Primary Dealers banks party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto thereto (the “Subject BorrowerInitial Lenders”). The Company hereby designates [_______________] (the “Borrowing Subsidiary”), acting though a Subsidiary of the Company and a corporation duly incorporated under the laws of [name of Primary Dealer_______________], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # a Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 2.17 of the MLSACredit Agreement until such designation is terminated in accordance with said Section 2.17. The Borrowing Subsidiary hereby accepts the above designation and hereby expressly and unconditionally accepts the obligations of a Borrower under the Credit Agreement, adheres to the Subject Borrower acknowledges that all Credit Agreement and agrees and confirms that, upon your execution and return to the Company of its rightthe enclosed copy of this letter, title and interest in the Subject Collateral such Borrowing Subsidiary shall be transferred a Borrower for purposes of the Credit Agreement and agrees to Lenderbe bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as a Borrower. The Subject Borrower Borrowing Subsidiary hereby authorizes and empowers the Company to act as its representative and attorney-in-fact for the purposes of signing documents and giving and receiving notices (including notices of Borrowing under the Credit Agreement) and other communications in connection with the Credit Agreement and the transactions contemplated thereby and for the purposes of modifying or amending any provision of the Credit Agreement and further agrees that the Agent and each Lender may conclusively rely on the foregoing authorization. The Company hereby represents and warrants to the Agent and each Lender that, as of the date of effectiveness of the Collateral Surrender contemplated herebybefore and after giving effect to this Designation Letter, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties set forth in Section 4.01 of the Subject Borrower Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct on the Applicable Primary Dealer under Effective Date as if made on and as of the Lending Agreement date hereof and (ii) the rights of recourse against the Subject Borrower no Default has occurred and the Applicable Primary Dealer under Section 17.0 is continuing. The Borrowing Subsidiary represents and warrants that each of the MLSA representations and warranties set forth in Section 4.01(a) (as if the Subject Obligations had been owed reference therein to such purchaserNorth Carolina were a reference to its jurisdiction of organization), (b), (c) and (d) of the Credit Agreement are true as if each reference therein to the Company were a reference to the Borrowing Subsidiary and as if each reference therein to the Loan Documents were a reference to this Designation Letter and the Note, if any, executed by the Borrowing Subsidiary in connection herewith. The undersigned Primary Dealer represents Borrowing Subsidiary is hereby aware that this Designation Letter, the Credit Agreement and warrants the Notes, if any, shall be governed by, and construed in accordance with, the laws of the State of New York. The Borrowing Subsidiary hereby submits to Lender the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Designation Letter, the Credit Agreement or the transactions contemplated thereby. The Borrowing Subsidiary irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it any such proceeding brought in such a court has been duly authorized brought in an inconvenient forum. The Borrowing Subsidiary further agrees that service of process in any such action or proceeding brought in New York may be made upon it by service upon the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice at the “Address for Notices” specified below its name on the Subject Borrower’s behalfsignature page to this Designation Letter. Very truly yoursWithout limiting the foregoing, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth Borrowing Subsidiary joins in the table above By: submission, agreements, waivers and consents in Section 8.11 and 8.12 of the Credit Agreement. PEPSICO, INC. By Name: Title: PEPSICO, INC. By Name: Title: [NAME OF BORROWERBORROWING SUBSIDIARY] By Name: [ ] ADDRESS OF BORROWERTitle: [ ] ccAddress for Notices: Federal Reserve Bank of New YorkACCEPTED CITIBANK, N.A., as Lender 00 Xxxxxxx Xxxxxx New YorkAgent By Title: Exhibit E to Credit Agreement FORM OF TERMINATION LETTER To Citibank, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New YorkN.A., as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 AttAgent Attention: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made We make reference to the Master Loan and Security Four-Year Credit Agreement (as it may be amended or supplemented modified from time to time, the “MLSACredit Agreement”; the terms defined therein being used herein as therein defined) dated as of June 14, 2011 by and among PepsiCo, Inc. (the “Company”), by and among Federal Reserve Bank of New YorkCitibank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianAgent, and the Primary Dealers banks party thereto. Terms defined The Company hereby terminates the status as a Borrowing Subsidiary of [______________], a corporation incorporated under the laws of [_______________], in accordance with Section 2.17 of the MLSA and not otherwise defined herein are used herein with Credit Agreement, effective as of the same meaningsdate of receipt of this notice by the Agent. The Borrower identified undersigned hereby represents and warrants that all principal of and interest on any Advance of the signature page hereto (above-referenced Borrowing Subsidiary and all other amounts payable by such Borrowing Subsidiary pursuant to the “Subject Borrower”)Credit Agreement have been paid in full on or prior to the date hereof. Notwithstanding the foregoing, acting though [name this Termination Letter shall not affect any obligation which by the terms of Primary Dealer]the Credit Agreement survives termination thereof. PEPSICO, as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name PrepaymentINC. 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. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE Annex I EXHIBIT E [DateForm of Confirming Bank Agreement] The Bank [Letterhead of New York MellonIssuing Bank] ____________________, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx 20__ [Name of Confirming Bank] [Address] Ladies and Gentlemen: Reference is made to the Master Loan and Security Credit Agreement dated as of May 29, 2013 (as it may be amended or amended, restated, supplemented from time to timeand otherwise modified and in effect on the date hereof, the “MLSACredit Agreement”), by among Lincoln National Corporation, the Subsidiary Account Parties party thereto, the Banks party thereto, and among Federal Reserve Bank of New YorkJPMorgan Chase Bank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and Administrative Agent for the Primary Dealers party theretoBanks. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meanings. The Borrower identified on the signature page hereto undersigned is an issuing Bank (the “Subject BorrowerIssuing Bank”)) under the Credit Agreement but is not on the date hereof a bank listed on the most current Bank List of banks approved by the NAIC. Accordingly, acting though [name in order to be an “NAIC Approved Bank” for the purposes of Primary Dealer]the Credit Agreement, as its duly authorized agent, the undersigned hereby notifies requests that you of its election to exercise its Collateral Surrender Right be a Confirming Bank with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents undersigned for the purposes of the Credit Agreement and each Letter of Credit issued by the Issuing Bank thereunder. By your signature below, you undertake that any draft drawn under and in strict compliance with the terms of any Letter of Credit issued by the Issuing Bank under the Credit Agreement will be duly honored by you as if, and to the acceptance extent, you were the Issuing Bank under such Letter of Credit. Notwithstanding the Collateral set forth above foregoing, your liability under all Letters of Credit at any one time issued under the Credit Agreement shall be limited to an amount (the “Subject CollateralLiability Limit”) in full satisfaction equal to the Commitment of the Obligations secured thereby undersigned under the Credit Agreement in effect on the date hereof (an amount equal to $_________), as such Liability Limit may be increased after the “Subject Obligations”). Upon date hereof with your prior written consent by reason of an increase in the effectiveness of this Collateral Surrender in accordance with Section 13.3 Commitment of the MLSAundersigned under the Credit Agreement. In addition, you hereby irrevocably appoint and designate the Subject Borrower acknowledges that all Administrative Agent as your attorney-in-fact, acting through any duly authorized officer of its rightJPMCB, title to execute and interest deliver, at any time prior to the Commitment Termination Date in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of effect on the date of effectiveness this letter agreement, in your name and on your behalf each Letter of Credit to be confirmed by you in accordance herewith and with the Credit Agreement. You agree that, promptly upon the request of the Collateral Surrender contemplated herebyAdministrative Agent, you will furnish to the Administrative Agent such powers of attorney or other evidence as any beneficiary of any Letter of Credit may reasonably request in order to demonstrate that the Administrative Agent has the power to act as attorney-in-fact for you in connection with the execution and delivery of such Letter of Credit. In consideration of the foregoing, the Subject Collateral is free undersigned agrees that if you shall make any LC Disbursement in respect of any Adverse ClaimLetter of Credit, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness regardless of the Collateral Surrender contemplated hereby identity of the account party of such Letter of Credit, the undersigned shall not (x) discharge any Obligation that the Subject Borrower may have reimburse you by paying to Lender pursuant you an amount equal to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 amount of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent LC Disbursement made by you, such payment to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of be made not later than noon, New York City time, on (i) the representations Business Day that the undersigned receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the undersigned receives such notice, if such notice is received on a day which is not a Business Day or is not received prior to 10:00 a.m., New York City time, on a Business Day. The undersigned’s obligations to reimburse you as provided in the foregoing sentence shall be absolute, unconditional and warranties irrevocable, and shall be performed strictly in accordance with the terms of this letter agreement under any and all circumstances whatsoever, and irrespective of any event or circumstance of the Subject Borrower type described Exhibit E (Confirming Bank Agreement) in Section 2.11(b) of the Credit Agreement (or of any analogous event or circumstance relating to the undersigned). If any LC Disbursement is made by you, then, unless the undersigned shall reimburse the amount of such LC Disbursement to you in full on the date such LC Disbursement is made by you, the unpaid amount thereof shall bear interest, for each day from and including the Applicable Primary Dealer under date such LC Disbursement is made to but excluding the Lending Agreement date of reimbursement, at the rate per annum equal to (i) the Federal Funds Effective Rate to but excluding the date three Business Days after such LC Disbursement and (ii) from and including the rights of recourse against date three Business Days after such LC Disbursement, 2% plus the Subject Borrower Federal Funds Effective Rate. This letter agreement shall be governed by and construed in accordance with the Applicable Primary Dealer under Section 17.0 law of the MLSA as if State of New York. Please indicate your acceptance of the Subject Obligations had been owed foregoing terms and conditions by signing the three enclosed copies of this letter agreement and returning (a) one such signed copy to the undersigned at the address indicated above, (b) one such purchasersigned copy to the Administrative Agent at JPMorgan Chase Bank, N.A., 500 Xxxxxxx Xxxxxxxxxx Road, Ops 0, Xxxxx 00, Xxxxxx, Xxxxxxxx 00000-0000, Attention: Loan and Agency Services (Tel. The undersigned Primary Dealer represents and warrants to Lender that No. (x000) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice 000-0000; Fax No. (000) 000-0000) and (yc) it has been duly authorized by one such signed copy to the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on Company at its address specified in Section 10.01 of the Subject Borrower’s behalfCredit Agreement. Very truly yours, [NAME OF PRIMARY DEALERISSUING BANK] By____________________________ Title: AGREED AS AFORESAID: [NAME OF CONFIRMING BANK] By____________________________ Title: Exhibit E (Confirming Bank Agreement) EXHIBIT F [Form of Subsidiary Joinder Agreement] [________], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ 201[_] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New YorkTo JPMorgan Chase Bank, N.A., as Lender 00 Xxxxxxx Administrative Agent 000 Xxxx Xxxxxx New YorkXxx Xxxx, NY 10045-0001 AttXxx Xxxx 00000 Each of the Banks party to the Credit Agreement referred to below Re: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Subsidiary Joinder Agreement Ladies and Gentlemen: Reference is made to the Master Loan and Security Credit Agreement (as it may be amended or supplemented from time to time, the “MLSACredit Agreement”) dated as of May 29, 2013 among Lincoln National Corporation (the “Company”), by the Subsidiary Account Parties party thereto, the Banks party thereto and among Federal Reserve Bank of New YorkJPMorgan Chase Bank, N.A., as Lender, the Administrative Agent (the “Administrative Agent”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, Company and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower “Subject Subsidiary” (as identified on the signature page hereto (pages below), have executed and hereby deliver this Subsidiary Joinder Agreement, pursuant to Section 10.13(a) of the Credit Agreement, in order to designate the Subject Subsidiary as a Subsidiary Account Party to the Credit Agreement. Accordingly, the Company and the Subject Subsidiary hereby represent and warrant and agree that as of the “Subject Borrower”), acting though [name of Primary Dealer], Effective Date” (as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentdefined below):

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary DealerTALF Agent], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer TALF Agent party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer TALF Agent under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer TALF Agent under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer TALF Agent represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALERTALF AGENT], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer TALF Agent with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx TALF Operations xxxxxxxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx TALF Legal xxxxxx.xxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Xxxxxx xxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers TALF Agents party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though through [name of Primary DealerTALF Agent], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name PrepaymentPrepayment Amount Accrued Interest (as of ) The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby acknowledges that effectiveness of the Loan Prepayment contemplated hereby shall not (x) affect any right of recourse against the Borrower that Lender may have pursuant to Section 17.0 of the MLSA or (y) discharge any other Obligation that the Borrower may have to Lender pursuant to the MLSA. The Subject Borrower, acting through [name of TALF Agent] as its duly authorized agent, hereby notifies Custodian that the Prepayment Amount (plus Accrued Interest) will be delivered by [Name of Payor and Correspondent Bank]1. Upon receipt in full of such amount and effectiveness of the related DvP Settlement, Xxxxxx’s lien on and security interest in the Collateral previously securing the Loans identified in the chart above shall be released (in the case of a partial prepayment, on a Pro Rata Basis) in accordance with Section 8.1 or 8.2 of the MLSA, as applicable.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: Form of Assignment and Assumption EXHIBIT E-2 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE ADMINISTRATIVE QUESTIONNAIRE The Registrant hereby agrees to furnish supplementally a copy of any omitted Exhibit to the Commission upon request. Form of Administrative Questionnaire EXHIBIT F FORM OF SUBSIDIARY GUARANTY The Registrant hereby agrees to furnish supplementally a copy of any omitted Exhibit to the Commission upon request. Form of Subsidiary Guaranty EXHIBIT G FORM OF PARENT GUARANTY The Registrant hereby agrees to furnish supplementally a copy of any omitted Exhibit to the Commission upon request. The executed Parent Guaranty was filed with the SEC on March 31, 2011 as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K. Form of Parent Guaranty EXHIBIT H OPINION MATTERS The matters contained in the following Sections of the Credit Agreement should be covered by the legal opinion on behalf of each Loan Party: • Section 5.01 • Section 5.02 • Section 5.03 • Section 5.04 • Section 5.06 • Section 5.14 • Section 5.21 • Section 5.22 Additionally, the legal opinion on behalf of each Loan Party shall cover such additional matters as the Administrative Agent shall reasonably request. Opinion Matters EXHIBIT I FORM OF LETTER OF CREDIT To: [Beneficiary] (the Beneficiary) [Date] The Bank Irrevocable Standby Letter of New York MellonCredit no.[—] At the request of [—], as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to [L/C Issuer] (the Master Loan and Security Agreement L/C Issuer) issues this irrevocable standby letter of credit (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank Letter of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined Credit) in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified your favor on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title terms and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentconditions:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT B-1 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE BORROWING REQUEST BORROWING REQUEST [Date] The Bank of New York MellonXxxxx Fargo Bank, National Association as Custodian administrative agent for the Lenders referred to below 000 Xxxx X.X. Xxxxxx Blvd. Charlotte, NC 28262 MAC D1109-019 Attention: Xxxxx Xxxxxxxxx Email: XxxxxxXxxxxxxx.Xxxxxxxx@xxxxxxxxxx.xxx and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Xxxxx.Xxxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: Reference is made The undersigned, Oncor Electric Delivery Company LLC (the “Borrower”), refers to the Master Term Loan and Security Agreement Credit Agreement, dated as of March 23, 2020 (as it may hereafter be amended, amended and restated, modified, extended or supplemented restated from time to time, the “MLSAAgreement”), by among the Borrower, the lenders party thereto (the “Lenders”), and among Federal Reserve Bank of New YorkXxxxx Fargo Bank, National Association, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and administrative agent for the Primary Dealers party theretoLenders. Terms defined in the MLSA Capitalized terms used herein and not otherwise defined herein are used herein with shall have the same meaningsmeanings assigned to such terms in the Agreement. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies gives you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have notice pursuant to Section 17.0 2.03(a) of the MLSA or as Agreement that it requests a result of a breach of Borrowing during the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer Funding Availability Period under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as CustodianAgreement, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set that connection sets forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentterms on which such Borrowing is requested to be made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: Annex I EXHIBIT E [FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE OF] CONFIRMING BANK AGREEMENT [DateLetterhead of Issuing Bank] The Bank [________], 201[_] [Name of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Confirming Bank] [Address] Ladies and Gentlemen: Reference is made to the Master Loan Second Amended and Security Restated Credit Agreement dated as of December 21, 2023 (as it may be amended or amended, restated, supplemented from time to timeand otherwise modified and in effect on the date hereof, the “MLSACredit Agreement”), by among Lincoln National Corporation, the Subsidiary Account Parties party thereto, the Banks party thereto, and among Federal Reserve Bank of New YorkAmerica, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and Administrative Agent for the Primary Dealers party theretoBanks. Terms defined in the MLSA and not otherwise defined herein Credit Agreement are used herein with the same meanings. The Borrower identified on the signature page hereto undersigned is an issuing Bank (the “Subject BorrowerIssuing Bank”)) under the Credit Agreement but is not on the date hereof a bank listed on the most current Bank List of banks approved by the NAIC. Accordingly, acting though [name in order to be an “NAIC Approved Bank” for the purposes of Primary Dealer]the Credit Agreement, as its duly authorized agent, the undersigned hereby notifies requests that you of its election to exercise its Collateral Surrender Right be a Confirming Bank with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents undersigned for the purposes of the Credit Agreement and each Letter of Credit issued by the Issuing Bank thereunder. By your signature below, you undertake that any draft drawn under and in strict compliance with the terms of any Letter of Credit issued by the Issuing Bank under the Credit Agreement will be duly honored by you as if, and to the acceptance extent, you were the Issuing Bank under such Letter of Credit. Notwithstanding the Collateral set forth above foregoing, your liability under all Letters of Credit at any one time issued under the Credit Agreement shall be limited to an amount (the “Subject CollateralLiability Limit”) in full satisfaction equal to the Commitment of the Obligations secured thereby undersigned under the Credit Agreement in effect on the date hereof (an amount equal to $_________), as such Liability Limit may be increased after the “Subject Obligations”). Upon date hereof with your prior written consent by reason of an increase in the effectiveness of this Collateral Surrender in accordance with Section 13.3 Commitment of the MLSAundersigned under the Credit Agreement. In addition, you hereby irrevocably appoint and designate the Subject Borrower acknowledges that all Administrative Agent as your attorney-in-fact, acting through any duly authorized officer of its rightBank of America, title to execute and interest deliver, at any time prior to the Commitment Termination Date in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of effect on the date of effectiveness this letter agreement, in your name and on your behalf each Letter of Credit to be confirmed by you in accordance herewith and with the Credit Agreement. You agree that, promptly upon the request of the Collateral Surrender contemplated herebyAdministrative Agent, you will furnish to the Administrative Agent such powers of attorney or other evidence as any beneficiary of any Letter of Credit may reasonably request in order to demonstrate that the Administrative Agent has the power to act as attorney-in-fact for you in connection with the execution and delivery of such Letter of Credit. In consideration of the foregoing, the Subject Collateral is free undersigned agrees that if you shall make any LC Disbursement in respect of any Adverse ClaimLetter of Credit, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness regardless of the Collateral Surrender contemplated hereby identity of the account party of such Letter of Credit, the undersigned shall not (x) discharge any Obligation that the Subject Borrower may have reimburse you by paying to Lender pursuant you an amount equal to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 amount of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent LC Disbursement made by you, such payment to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of be made not later than noon, New York City time, on (i) the representations Domestic Business Day that the undersigned receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Domestic Business Day immediately following the day that the undersigned receives such notice, if such notice is received on a day which is not a Domestic Business Day or is not received prior to 10:00 a.m., New York City time, on a Domestic Business Day. The undersigned’s obligations to reimburse you as provided in the foregoing sentence shall be absolute, unconditional and warranties irrevocable, and shall be performed strictly in accordance with the terms of this letter agreement under any and all circumstances whatsoever, and irrespective of any event or circumstance of the Subject Borrower type described in Section 2.11(b) of the Credit Agreement (or of any analogous event or circumstance relating to the undersigned). Exhibit E (Confirming Bank Agreement) If any LC Disbursement is made by you, then, unless the undersigned shall reimburse the amount of such LC Disbursement to you in full on the date such LC Disbursement is made by you, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date of reimbursement, at the rate per annum equal to (i) 1% plus the Base Rate plus the Applicable Primary Dealer under Margin to but excluding the Lending Agreement date three Domestic Business Days after such LC Disbursement and (ii) from and including the rights of recourse against date three Domestic Business Days after such LC Disbursement, 3% plus the Subject Borrower and Base Rate plus the Applicable Primary Dealer under Section 17.0 Margin. This letter agreement shall be governed by and construed in accordance with the law of the MLSA as if State of New York. Please indicate your acceptance of the Subject Obligations had been owed foregoing terms and conditions by signing the three enclosed copies of this letter agreement and returning (a) one such signed copy to the undersigned at the address indicated above, (b) one such purchaser. The undersigned Primary Dealer represents and warrants signed copy to Lender that (x) it has duly authorizedthe Administrative Agent at Bank of America Trade Operations, executed and delivered this Collateral Surrender and Acceptance Notice Mail Code: PA6-580-02-30, 0 Xxxxx Xxx, Xxxxxxxx, XX 00000, and (yc) it has been duly authorized by one such signed copy to the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on Company at its address specified in Section 10.01 of the Subject Borrower’s behalfCredit Agreement. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: ISSUING BANK] By Name: Title: AGREED AS AFORESAID: [NAME OF BORROWERCONFIRMING BANK] By Name: Title: Exhibit E (Confirming Bank Agreement) EXHIBIT F [FORM OF] SUBSIDIARY JOINDER AGREEMENT [________], 201[ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve To Bank of New YorkAmerica, N.A., as Lender 00 Administrative Agent Mail Code: IL4-540-22-29 000 X. Xxxxxxx Xxxxxx New YorkSt. Chicago, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 AttIL 60661 Attn: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6Xxxxxx Each of the Banks party to the Credit Agreement referred to below Re: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Subsidiary Joinder Agreement Ladies and Gentlemen: Reference is made to the Master Loan Second Amended and Security Restated Credit Agreement (as it may be amended or supplemented from time to time, the “MLSACredit Agreement”) dated as of December 21, 2023 among Lincoln National Corporation (the “Company”), by the Subsidiary Account Parties party thereto, the Banks party thereto and among Federal Reserve Bank of New YorkAmerica, N.A., as Lender, the Administrative Agent (the “Administrative Agent”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, Company and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower “Subject Subsidiary” (as identified on the signature page hereto (pages below), have executed and hereby deliver this Subsidiary Joinder Agreement, pursuant to Section 10.13(a) of the Credit Agreement, in order to designate the Subject Subsidiary as a Subsidiary Account Party to the Credit Agreement. Accordingly, the Company and the Subject Subsidiary hereby represent and warrant and agree that as of the “Subject Borrower”), acting though [name of Primary Dealer], Effective Date” (as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentdefined below):

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT E-1 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The OPINION OF XXXX XXXXX LLP October [ ], 2006 To Bank of New York MellonAmerica, N.A., as Custodian Administrative Agent, and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx the Lenders and the other Agents Parties to the Credit Agreement Referred to Below Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined We have participated in the MLSA and not otherwise defined herein are used herein with preparation of the same meanings. The Borrower identified on the signature page hereto Revolving Credit Agreement (the “Subject Credit Agreement”) dated as of October 27, 2006 among Equitable Resources, Inc., a Pennsylvania corporation (the “Borrower”), acting though [name the Lenders named therein, Bank of Primary Dealer]America, N.A., as its duly authorized agentAdministrative Agent and an L/C Issuer, hereby notifies you and the other agents and L/C Issuer named therein, and have acted as special counsel for the Borrower for the purpose of its election rendering this opinion pursuant to exercise its Collateral Surrender Right Section 4.01(a)(v) of the Credit Agreement. Capitalized terms used herein which are defined in the Credit Agreement 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 law as we have deemed necessary or advisable for purposes of this opinion. We have assumed, with respect to all documents which we have examined: the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents genuineness of all signatures thereon, the authenticity of all documents submitted to us as originals, the conformity to the acceptance originals of all documents submitted to us as copies, and the authenticity of the Collateral set forth above (the “Subject Collateral”) in full satisfaction originals of the Obligations secured thereby (the “Subject Obligations”)such copies. Upon the effectiveness of In rendering this Collateral Surrender in accordance opinion we have assumed with Section 13.3 of the MLSA, the Subject Borrower acknowledges your permission that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations Credit Agreement has been duly authorized, executed and warranties of the Subject Borrower delivered by Administrative Agent and the Applicable Primary Dealer under the Lending Agreement and each Lender, (ii) the rights of recourse against Borrower has been duly incorporated and is validly existing as a corporation under the Subject Borrower and the Applicable Primary Dealer under Section 17.0 laws of the MLSA as if Commonwealth of Pennsylvania, (iii) the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it Borrower has duly authorized, executed and delivered this Collateral Surrender the Credit Agreement and Acceptance Notice the Notes, and (yiv) it has been duly the execution and delivery by the Borrower of the Credit Agreement and the Notes require no consent or approval by any governmental body, agency or official or any filing with the public utility commissions of Kentucky, Pennsylvania, or West Virginia. We understand you have relied on the opinion of the Borrower’s General Counsel of even date herewith with respect to these issues regarding the Borrower. Upon the basis of the foregoing, we are of the opinion that the Credit Agreement constitutes a legal, valid and binding agreement of the Borrower and each Note constitutes a legal, valid and binding obligation of the Borrower, in each case enforceable in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, receivership, moratorium or similar laws relating to or affecting creditors’ rights generally and by general principles of equity, whether enforcement is sought in a proceeding in equity or at law. The enforceability of the respective obligations of the parties to the Credit Agreement and the Note, and the availability of certain rights and remedies provided for therein, may be limited by applicable state and federal laws and judicial decisions, but the remedies provided for in the Credit Agreement are adequate for the practical realization of the benefits provided thereby, except for the consequences of any procedural delay which may result therefrom. We express no opinion as to the enforceability of any provisions of the Credit Agreement or any Note providing for the indemnification or exculpation of any Agent or any Lender (A) in violation of public policy, (B) to the extent precluded by federal or state securities laws, or (C) purporting to indemnify or exculpate any Agent or any Lender from the consequences of its own gross negligence, willful misconduct or strict liability. We are members of the Bar of the State of New York and of the Commonwealth of Pennsylvania and the foregoing opinion is limited to the laws of the Commonwealth of Pennsylvania and of the State of New York and the applicable federal laws of the United States of America. In giving the foregoing opinion, we express no opinion as to the effect (if any) of any law of any jurisdiction (except the Commonwealth of Pennsylvania and the State of New York) in which any Lender is located which limits the rate of interest that such Lender may charge or collect. Our opinion is qualified to the extent, if any, of the applicability to this transaction of Section 911(b) of the Pennsylvania Crimes Code (the “Crimes Code”), Act of December 6, 1972, P.L. 1482, No. 334, as amended, 18 Pa.C.S. §911(b), which prohibits the use or investment of income derived from a pattern of “racketeering activity” in the establishment or operation of any enterprise. “Racketeering activity,” as defined in the Crimes Code, includes the collection of money or other property in full or partial satisfaction of a debt which arose as the result of the lending of money or other property at a rate of interest exceeding 25% per annum “when not otherwise authorized by law”. This opinion is rendered solely to you and to Eligible Assignees in connection with the Subject Borrower above matter. This opinion may not be relied upon by you or Assignees for any other purpose or relied upon by any other person without our prior written consent. The opinions expressed herein are rendered and speak only as of the date hereof, and we specifically disclaim any responsibility to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalfupdate such opinions or to advise you of subsequent developments affecting such opinions that hereafter may come to our attention. Very truly yours, [NAME AEL:la EXHIBIT E-2 FORM OF PRIMARY DEALEROPINION OF DEPUTY GENERAL COUNSEL OF EQUITABLE RESOURCES, INC. October [ ], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve 2006 To Bank of New YorkAmerica, N.A., as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian Administrative Agent and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx the Lenders and the other Agents Parties to the Credit Agreement Referred to Below Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other secure electronic 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. APPENDIX 5: EXHIBIT B FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonOPINION OF BORROWER’S COUNSEL March 6, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to 2015 To the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, Lenders and the Primary Dealers party thereto. Terms defined in the MLSA Agent referred to below: Re: Portland General Electric Company Amended and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto Restated Credit Agreement dated as of March 6, 2015 We have acted as special counsel for Portland General Electric Company, an Oregon corporation (the “Subject Borrower”), acting though [name in connection with the $500 million revolving credit facility established pursuant to that certain Amended and Restated Credit Agreement dated as of Primary Dealer]March 6, 2015 (the “Agreement”), among the Borrower, Xxxxx Fargo Bank, National Association, as its duly authorized agentAdministrative Agent (the “Agent”), hereby notifies and the financial institutions identified on Schedule 2 thereto as Lenders (the “Lenders”). This opinion is being furnished to you at the request of its election the Borrower pursuant to exercise its Collateral Surrender Right with respect Section 4.1(v) of the Agreement. Unless the context indicates otherwise, capitalized terms used in this opinion have the meanings attributed to them in the Agreement. In rendering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents provided to us as originals, and the conformity to authentic original documents of all documents provided to us as certified, conformed, or photostatic copies. As to questions of fact material to the following Loan: Loan Identification # opinions, we have relied upon certificates and other documentation of officers of the Borrower Name Collateral (CUSIP’s) and of public officials. Whenever our opinion is based on factual matters that are “to our knowledge,” or words of similar impact, it means conscious awareness of facts or other information by the Primary Lawyer Group. The Subject Borrower hereby consents Primary Lawyer Group consists of Xxxxx Xxxxxx Xxxxxx and Xxxxxx X. Xxxxxxx. This opinion is subject to the acceptance qualifications listed on Annex A. Based upon the foregoing, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender opinion that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment:

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

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

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: CREDIT AGREEMENT EXHIBIT B FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of New York MellonCOMPLIANCE CERTIFICATE KeyBank, National Association as Custodian and Administrator QSR Administration Administrative Agent 000 Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx, 4E New YorkXX 00000 Attn: Xx. Xxxxxxx Xxxx RE: Education Realty Operating Partnership, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx LP Compliance Certificate for ____________ through __________ Dear Ladies and Gentlemen: Reference This Compliance Certificate is made with reference to the Master Loan that certain Sixth Amended and Security Restated Credit Agreement dated as of February 16, 2018 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by and among Federal Reserve Bank of New YorkEducation Realty Operating Partnership, LP (the “Borrower”), the financial institutions party thereto, as Lenderlenders, The Bank of New York Mellonand KeyBank National Association, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretoAdministrative Agent. Terms defined All capitalized terms used in the MLSA this Compliance Certificate (including any attachments hereto) and not otherwise defined in this Compliance Certificate shall have the meanings set forth for such terms in the Credit Agreement. All Section references herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect shall refer to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower Credit Agreement. I hereby consents to certify that I am the acceptance Chief Accounting Officer of Education Realty Operating Partnership, LP, and that I make this Certificate on behalf of the Collateral set forth above (the “Subject Collateral”) in full satisfaction Borrower. I further represent and certify on behalf of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as follows as of the date of effectiveness this Compliance Certificate: I have reviewed the terms of the Collateral Surrender contemplated herebyLoan Documents and have made, the Subject Collateral is free of any Adverse Claimor have caused to be made under my supervision, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness a review in reasonable detail of the Collateral Surrender contemplated hereby shall not transactions and consolidated and consolidating financial condition of the Borrower and its Subsidiaries, during the accounting period (xthe “Reporting Period”) discharge any Obligation that covered by the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have financial reports delivered simultaneous herewith pursuant to Section 17.0 5.01[(a)][(b)], and that such review has not disclosed the existence during or at the end of such Reporting Period (and that I do not have knowledge of the MLSA existence as at the date hereof) of any condition or event which constitutes a Default or Event of Default. All referenced dollar amounts in this certificate are stated in thousands unless otherwise noted. Attached hereto as Schedule A-1 is a result of a breach list of the representation Real Property that comprises the Unencumbered Pool and warranty set forth the Unencumbered Asset Value, and Schedule A-2 is a list of the Real Property assets that were identified as being in the preceding paragraph (which representation Unencumbered Pool in the last Compliance Certificate and warranty shall survive effectiveness that are no longer qualified to be in the Unencumbered Pool as of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser last day of the Subject Collateral following Reporting Period. Attached hereto as Schedule B-1 is a detailed calculation of Interest Expense for the effectiveness Reporting Period and Schedule B-2 is a detailed calculation of Interest Expense, principal paid and due and payable on Indebtedness, and cash dividends payable on the Parent's preferred stock for the Reporting Period, which amounts aggregated: Schedule B-1 $ Schedule B-2 $ Attached hereto as Schedule C is a detailed calculation of EBITDA for the Reporting Period, which amount was: Schedule C EBITDA $ As of the Collateral Surrender contemplated hereby of (i) the representations and warranties last day of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name PrepaymentReporting Period:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of a signature page of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, the law of the State of New York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. APPENDIX This governing law election has been made by the parties in reliance (at least in part) on Section 5: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank -1401 of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E the General Obligations Law of the State of New York, NY 10286 Attas amended (as and to the extent applicable), and other applicable law. ASSIGNMENT AND ASSUMPTION, Page 4 EXHIBIT G FORM OF COMPLIANCE CERTIFICATE for the quarter/fiscal year ending __________ __, _____ Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as agent c/o Rabobank International 245 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Xhone No. 212-000-0000 Xax No. 212-000-0000 Xttention: Fraxx Xxxxxxxx / Naoxx Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx / Xander Wilxxxxxx and each Bank Ladies and Gentlemen: Reference This Compliance Certificate (the “Certificate”) is made being delivered pursuant to the Master Loan and Security Section 8.01 of that certain Uncommitted Credit Agreement dated as of June 19, 2014 (as it may be amended amended, restated, supplemented or supplemented otherwise modified from time to time, the “MLSAAgreement”) among Empire Resources, Inc. (the “Company”), by the banks from time to time party thereto and among Federal Reserve Bank of Coöperatieve Centrale Raiffeisen–Boerenleenbank B.A., “Rabobank Nederland”, New YorkYork Branch, as Lenderagent (in such capacity, The Bank of New York Mellontogether with its successors in such capacity, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject ObligationsAgent”). Upon All terms used herein shall have the effectiveness of this Collateral Surrender meanings assigned to them in accordance with Section 13.3 the Agreement. All the calculations set forth below shall be made pursuant to the terms of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness undersigned, an authorized financial officer of the Collateral Surrender contemplated Company in his or her capacity as such financial officer and not in his or her individual capacity, does hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant certify to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower Agent and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name PrepaymentBanks that:

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption and any claim, controversy or dispute arising under or related to this Assignment and Assumption, whether in tort, contract (at law or in equity) or otherwise, shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. APPENDIX 5: 1. Annex I to Exhibit A-2-3 EXHIBIT B [FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [DateOF] The BORROWING REQUEST Royal Bank of New York MellonCanada, as Custodian and Administrator QSR Administration Administrative Agent Xxxxx Xxxx Xxxxx, 000 Xxxxxxx Xxx Xxxxxx, 4E New York00xx Xxxxx Xxxxx Xxxxx Xxxxxxx, NY 10286 AttXxxxxxx X0X 0X0 Xxxxxx Attention: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Manager, Agency Services Group Facsimile No.: (000) 000-0000 [·] [·], 20[·](12) Ladies and Gentlemen: Reference is hereby made to the Master Loan and Security that certain Credit Agreement dated as of February 12, 2018 (as it may be amended, restated, amended and restated, supplemented or supplemented otherwise modified from time to timetime and in effect on the date hereof, the “MLSACredit Agreement”), ; capitalized terms used but not defined herein shall have the respective meanings given to them in the Credit Agreement) by and among Federal Reserve Bank of New Yorkamong, as Lenderinter alios, The Bank of New York MellonVictory Capital Holdings, as AdministratorInc., The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto a Delaware corporation (the “Subject Borrower”), acting though [name the lenders from time to time party thereto and Royal Bank of Primary Dealer]Canada, in its capacities as administrative agent and collateral agent for the Secured Parties (in its duly authorized capacities as administrative agent and collateral agent, hereby notifies you of together with its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (successors in such capacities, the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject ObligationsAdministrative Agent”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower undersigned hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have gives you notice pursuant to Section 17.0 2.03 of the MLSA or 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 as a result of a breach required by Section 2.03 of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name PrepaymentCredit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5EXHIBIT B [FORM OF] BORROWING REQUEST JPMorgan Chase Bank, N.A., as Administrative Agent [c/o JPMorgan Loan & Agency Services 000 Xxxxxx Xxxxxx, 10th Floor Houston, Texas 77002 Attention: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE Xxxxx Xxxxxx (Telecopy No. 713-750-2938)] Copy to: JPMorgan Chase Bank, N.A., as Administrative Agent [Date] The Bank of 383 Madison Avenue, New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 AttNew York 10179 Attention: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Xxxxxxx Xxxxx (Telecopy No. 212-270-5100)] [DATE] Ladies and Gentlemen: Reference is made to the Master Loan and Security Credit Agreement dated as of October 16, 2013 (as it may be amended, amended and restated, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by among, inter alia, the Parent Borrower, Holdings, the Subsidiary Term Borrowers party thereto, the Foreign Subsidiary Borrowers party thereto, the lenders from time to time party thereto and among Federal Reserve Bank of New YorkJPMorgan Chase Bank, N.A., as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, administrative agent and the Primary Dealers party theretocollateral agent. Terms defined in the MLSA and Capitalized terms used but not otherwise defined herein are used herein with shall have the same meaningsmeanings specified in the Credit Agreement. The This notice constitutes a Borrowing Request and the Parent Borrower identified on hereby gives you notice, pursuant to Section 2.03 of the signature page hereto (Credit Agreement, that it requests a Borrowing under the “Subject Borrower”)Credit Agreement, acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right and in that connection the Parent Borrower specifies the following information with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name PrepaymentBorrowing:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: EXHIBIT B [RESERVED] EXHIBIT C FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE GUARANTOR JOINDER AGREEMENT GUARANTOR JOINDER AGREEMENT (this “Agreement”) dated as of [ ], 201[ ], among Xxxxxx Rubbermaid Inc. (the “Borrower”), [DateInsert name of each New Guarantor], a [Insert jurisdiction and type of organization for each New Guarantor] The Bank of (each, a “New York MellonGuarantor”), and JPMorgan Chase Bank, N.A., as Custodian administrative agent (the “Administrative Agent”). The Borrower, the existing Guarantors party thereto, the Lenders party thereto and Administrator QSR Administration 000 Xxxxxxx Xxxxxxthe Administrative Agent are parties to a Term Loan Credit Agreement dated as of January 26, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement 2016 (as it may be amended or amended, supplemented and otherwise modified and in effect from time to time, the “MLSACredit Agreement”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and Capitalized terms used but not otherwise defined herein are used herein have the meanings assigned to them in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to the Borrower, and the Borrower is required to cause each New Guarantor to become a Guarantor under the Credit Agreement pursuant to the terms of Section 5.10 of the Credit Agreement. Upon execution of this Agreement by each of the Borrower, each New Guarantor and the Administrative Agent, (x) each New Guarantor shall be a party to the Credit Agreement and shall constitute a “Guarantor” for all purposes thereunder and under each other Loan Document with the same meanings. The Borrower identified on force and effect as if originally named in the signature page hereto Credit Agreement as a Guarantor, (y) each reference to the “Subject Borrower”)Guarantors” or the “Loan Parties” in the Credit Agreement and in all other Loan Documents shall, acting though [name from the date hereof, subject to Section 10.17 of Primary Dealer]the Credit Agreement, be deemed to include each New Guarantor and (z) each New Guarantor hereby agrees to be bound by all the obligations of a Guarantor under the Credit Agreement and all the other Loan Documents. Without limiting the generality of the foregoing, each New Guarantor hereby (i) makes and undertakes, as its duly authorized agentthe case may be, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to each covenant, waiver, representation and warranty made by the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender other Guarantors pursuant to the MLSA Credit Agreement and any other than Loan Document, each of which is hereby incorporated by reference, and agrees to be bound by all covenants, waivers, agreements and obligations of the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have other Guarantors pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation Credit Agreement and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement other Loan Document and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it such New Guarantor has duly authorized, executed and delivered this Collateral Surrender Agreement and Acceptance Notice that this Agreement constitutes its legal, valid and (y) it has been duly authorized binding obligations, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. This Agreement shall constitute a “Loan Document” for all purposes under the Credit Agreement and the other Loan Documents. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of and be enforceable by each of the parties hereto and its successors and assigns; provided that no New Guarantor may assign any of its rights, obligations or interest hereunder except as permitted by the Subject Borrower Credit Agreement. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to execute be an original and deliver both of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Collateral Surrender Agreement by electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. In the event that any provision of this Agreement shall prove to be invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Agreement which shall remain binding on all parties hereto. This Agreement shall be construed and Acceptance notice on enforced in accordance with and governed by the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as law of the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank State of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: FORM EXHIBIT B OPINION OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE COUNSEL FOR THE LOAN PARTIES [Effective Date] The Bank of New York MellonTo the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, National Association, as Custodian and Administrator QSR Administration 000 Xxxxxxx XxxxxxAdministrative Agent Xxxxx Xxxxx Xxxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Xxxxxxxx 00000 Ladies and Gentlemen: Reference is made to We have acted as counsel for X.X. Xxxxxx Company, a Minnesota corporation (the Master Loan “Borrower”) and Security Agreement Specialty Construction Brands, Inc., a Minnesota corporation (as it may be amended or supplemented from time to time“Specialty”; and collectively with the Borrower, the “MLSALoan Parties”), by in connection with (i) the Loan Agreement dated as of June 19, 2006 (the “Loan Agreement”), among the Borrower, the banks and among Federal Reserve Bank of New Yorkother financial institutions identified therein as Lenders, and JPMorgan Chase Bank, National Association, as LenderAdministrative Agent, The Bank (ii) those certain promissory notes dated as of New York MellonJune 19, 2006 (the “Notes”) made payable by the Borrower to the order of certain of the Lenders identified in the Loan Agreement and (iii) that certain Guaranty dated as Administratorof June 19, The Bank of New York Mellon, as Custodian, 2006 among Specialty and the Primary Dealers party theretoAdministrative Agent (collectively with the Loan Agreement and the Notes, the “Loan Documents”). Terms defined in the MLSA and not otherwise defined herein Loan Agreement are used herein with the same meanings. The Borrower 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 as we have deemed necessary or advisable for purposes of this opinion. As to certain matters of fact material to the opinions expressed in this letter, we have relied on the signature page hereto representations made in the Loan Agreement and certificates of public officials and of officers of the Loan Parties. We have not independently established the facts so relied on. We have also examined the originals or copies of the documents listed in a certificate of an officer of the Loan Parties certifying among other things that such listed documents are (i) all of the indentures, loan or credit agreements, leases, guarantees, mortgages, security agreements, bonds, notes and other agreements or instruments (collectively, the “Subject BorrowerExisting Debt Documents”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral and (CUSIP’sii) The Subject Borrower hereby consents to the acceptance all of the Collateral set forth above orders, writs, judgments, awards, injunctions and decrees (collectively, the “Subject CollateralExisting Order Documents”) ), in full satisfaction each case which affect or purport to affect the right of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 Loan Parties to borrow money or to incur any other obligation of the MLSAtype incurred by it under the Loan Documents. As used in this opinion letter, the Subject Borrower acknowledges that all of its rightphrases “to our knowledge,” “known to us” or similar words mean the actual, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of conscious awareness on the date of effectiveness this letter of Xxxxxx X. Xxxx or Xxxxxx X. Xxxx, the attorneys in our firm who have been actively involved in the negotiation or preparation of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending AgreementLoan Documents or this letter. The Subject Borrower hereby acknowledges We assume with your permission and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of without investigation: (i) the representations due authorization, execution and warranties delivery of the Subject Borrower and Loan Documents by all parties thereto other than the Applicable Primary Dealer under the Lending Agreement and Loan Parties, (ii) the rights validity, binding effect and enforceability under applicable law of recourse the Loan Documents against the Subject Borrower parties thereto other than the Loan Parties, (iii) the authenticity of all documents submitted to us as originals, (iv) the genuineness of all signatures; (v) the legal capacity of natural persons, and (vi) the conformity to originals of all documents submitted to us as copies and the Applicable Primary Dealer under Section 17.0 authenticity of the MLSA as if originals of such copies. Based upon the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan assumptions set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA other limitations and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as qualifications set forth below (below, we are of the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentopinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or electronic copy (including .pdf and .tif) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. APPENDIX 5EXHIBIT B-1 [Form of Opinion of Counsel to the Obligors] [Please see attached] 53rd at Third 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Tel: FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [Date] The Bank of +0.000.000.0000 Fax: +0.000.000.0000 xxx.xx.xxx FIRM / AFFILIATE OFFICES Abu Dhabi Barcelona Beijing Boston Moscow Munich New Jersey New York Mellon[ ], 2012 L&W DRAFT 0/0/00 Xxxxxxxx Xxxxxxx Xxxx Xxxxx Xxxxxxxxx Xxxxxxx Hong Kong Houston London Los Angeles Madrid Milan Orange County Paris Riyadh Rome San Diego San Francisco Shanghai Silicon Valley Singapore Tokyo Washington, D.C. File No. 036794-0020 The lenders party to the Credit Agreement (referred to below) on the date thereof and BNP Paribas, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 AttAdministrative Agent for the lenders referred to above Re: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx The Credit Agreement referred to below Ladies and Gentlemen: Reference is made We have acted as special counsel to Xxxxxx Xxxxxxx LLC, a Delaware limited liability company (the Master Loan and Security Agreement “Company”), Xxxxxx Xxxxxxx Inc., a Delaware corporation, Xxxxxx Xxxxxxx USA Corporation, a Delaware corporation, Xxxxxx Xxxxxxx North America Corp., a Delaware corporation, Xxxxxx Xxxxxxx Energy Corporation, a Delaware corporation, Xxxxxx Xxxxxxx International Corporation, a Delaware corporation (as it may be amended or supplemented from time to timecollectively, the “MLSACorporate Borrowers,” and together with Company, the “Borrowers”), by and the Affiliates of the Company that are listed as “U.S. Guarantors” (together with the Borrowers, the “U.S. Credit Parties”) and “Non-U.S. Guarantors” on Schedule A hereto (collectively, the “Guarantors” and together with the Borrowers, the “Credit Parties”) in connection with (a) that certain Credit Agreement dated as of [ ], 2012 (the “Credit Agreement”), among Federal Reserve Bank of New Yorkthe Borrowers, the Guarantors, the lenders party thereto and BNP Paribas, as Lenderadministrative agent (in such capacity, The Bank the “Administrative Agent”) and (b) the other Opinion Documents (as defined below). [ ], 2012 This letter is furnished pursuant to Section 6.01(b) of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party theretoCredit Agreement. Terms Capitalized terms defined in the MLSA Credit Agreement, used herein and not otherwise defined herein are used herein herein, shall have the meanings given them in the Credit Agreement. As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter, except where a specified fact confirmation procedure is stated to have been performed (in which case we have with your consent performed the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”stated procedure), acting though [name of Primary Dealer], and except where a statement is qualified as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right knowledge (in which case we have with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”your consent made no or limited inquiry as specified below). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSAWe have examined, among other things, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepaymentfollowing:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 58 The Administrative Agent should consider whether this method conforms to its systems. In some circumstances, the following alternative language may be appropriate: “From and after the Assignment Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to, on or after the Assignment Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Assignment Date or with respect to the making of this assignment directly between themselves.” Form of Assignment and Assumption EXHIBIT E-1 [FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [DateNON-U.S. LENDER TAX STATEMENT] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Master Loan and Security 364-Day Revolving Credit Agreement dated as of June 29, 2017 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by among KKR Capital Markets Holdings L.P., KKR Corporate Lending LLC, KKR Corporate Lending (CA) LLC, KKR Corporate Lending (TN) LLC and among Federal Reserve Bank of New YorkKKR Corporate Lending (UK) LLC, as LenderBorrowers, The Bank of New York Mellonthe Lenders party thereto and Mizuho Bank, Ltd., as AdministratorAdministrative Agent for the Lenders. Pursuant to the provisions of Section 3.11(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. The Bank undersigned has furnished the Administrative Agent and the Borrowers with a certificate of New York Mellonits non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, as Custodianthe undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (2) the Primary Dealers party theretoundersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Terms Unless otherwise defined herein, terms defined in the MLSA Credit Agreement and not otherwise defined herein are used herein with shall have the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election meanings given to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest them in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Credit Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above LENDER] By: Name: Title: NAME OF BORROWERDate: ________ __, 20[ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank Form of New York, as Non-U.S. Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: Tax Statement EXHIBIT E-2 [FORM OF PREPAYMENT NOTICE [DateNON-U.S. PARTICIPANT TAX STATEMENT] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Master Loan and Security 364-Day Revolving Credit Agreement dated as of June 29, 2017 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “MLSACredit Agreement”), by among KKR Capital Markets Holdings L.P., KKR Corporate Lending LLC, KKR Corporate Lending (CA) LLC, KKR Corporate Lending (TN) LLC and among Federal Reserve Bank of New YorkKKR Corporate Lending (UK) LLC, as LenderBorrowers, The Bank of New York Mellonthe Lenders party thereto and Mizuho Bank, Ltd., as AdministratorAdministrative Agent for the Lenders. Pursuant to the provisions of Section 3.11(e) of the Credit Agreement, The Bank the undersigned hereby certifies that (i) it is the sole record and beneficial owner of New York Mellonthe participation in respect of which it is providing this certificate, as Custodian(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Primary Dealers party theretoCode]. Terms The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or w-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the MLSA Credit Agreement and not otherwise defined herein are used herein with shall have the same meaningsmeanings given to them in the Credit Agreement. The Borrower identified on [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Form of Non-U.S. Participant Tax Statement EXHIBIT E-3 [FORM OF NON-U.S. PARTICIPANT TAX STATEMENT] U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the signature page hereto 364-Day Revolving Credit Agreement dated as of June 29, 2017 (as amended, supplemented or otherwise modified from time to time, the “Subject BorrowerCredit Agreement”), acting though [name of Primary Dealer]among KKR Capital Markets Holdings L.P., KKR Corporate Lending LLC, KKR Corporate Lending (CA) LLC, KKR Corporate Lending (TN) LLC and KKR Corporate Lending (UK) LLC, as Borrowers, the Lenders party thereto and Mizuho Bank, Ltd., as Administrative Agent for the Lenders. Pursuant to the provisions of Section 3.11(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its duly authorized agentdirect or indirect partners/members are the sole beneficial owners of such participation, hereby notifies you (iii) with respect such participation, neither the undersigned nor any of its election direct or indirect partners/members is a bank extending credit pursuant to prepay a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following Loans forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Form of Non-U.S. Participant Tax Statement Name: Title: Date: ________ __, 20[ ] Form of Non-U.S. Participant Tax Statement EXHIBIT E-4 [FORM OF NON-U.S. LENDER TAX STATEMENT] U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the 364-Day Revolving Credit Agreement dated as set forth below of June 29, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among KKR Capital Markets Holdings L.P., KKR Corporate Lending LLC, KKR Corporate Lending (CA) LLC, KKR Corporate Lending (TN) LLC and KKR Corporate Lending (UK) LLC, as Borrowers, the Lenders party thereto and Mizuho Bank, Ltd., as Administrative Agent for the Lenders. Pursuant to the provisions of Section 3.11(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Prepayment”): Loan Identification # Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower Name Prepaymentwithin the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Form of Non-U.S. Lender Tax Statement [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] Form of Non-U.S. Lender Tax Statement

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkYork [confirm that choice of law provision parallels the Credit Agreement]. APPENDIX 51Describe Credit Agreement at option of Administrative Agent. 2The term “Loan Document” should be conformed to that used in the Credit Agreement. 3The concept of “Foreign Lender” should be conformed to the section in the Credit Agreement governing withholding taxes and gross-up. If the Borrower is a U.S. Borrower, the bracketed language should be deleted. 4The Administrative Agent should consider whether this method conforms to its systems. In some circumstances, the following alternative language may be appropriate: “From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.” EXHIBIT E [FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE [DateOF] The Bank GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (“Guaranty”), dated as of New York Mellon___________________, 201__, is executed and delivered by the undersigned corporation (“Guarantor”) to each of the financial institutions from time to time party to the Second Amended and Restated Credit Agreement dated as of __________, 2011, by and among Lufkin Industries, Inc., Lufkin Finance (US) LP, the Lenders, and JPMorgan Chase Bank, N.A., in its individual capacity, as Custodian the Issuing Bank (in such capacity, the “Issuing Bank”), the Swingline Lender (in such capacity, the “Swingline Lender”) and Administrator QSR Administration 000 Xxxxxxx Xxxxxxas Administrative Agent for the Lenders (in such capacity, 4E New Yorkthe “Administrative Agent”). Such credit agreement, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies as amended, supplemented and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented restated from time to time, is herein called the “MLSACredit Agreement”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalf. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above By: Name: Title: NAME OF BORROWER: [ ] ADDRESS OF BORROWER: [ ] cc: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name Prepayment.

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

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. APPENDIX 5: Exhibit D-1 Form of Assignment and Assumption EXHIBIT D-2 FORM OF COLLATERAL SURRENDER AND ACCEPTANCE NOTICE ADMINISTRATIVE QUESTIONNAIRE [DateForm of Administrative Questionnaire follows this cover page.] The Bank Form of New York MellonAdministrative Questionnaire FORM OF COMMITMENT LETTER [On Participant’s Letterhead] , as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx2013 Wells Fargo Securities, 4E New YorkLLC Debt Capital Markets Group 600 California Street, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx 20 Floor San Francisco, CA 94108 Ladies and Gentlemen: Reference We have reviewed the Information Memorandum and Summary of Terms and Conditions for the above [Facility] We are pleased to confirm our commitment to participate in the [Facility] in the amount of $ . We have made our own independent analysis and decision to enter into this commitment, based on the financial statements of the above Borrower and its affiliates and such other documents and information as we have deemed appropriate, without relying on you, any of your affiliates, or any of your or their directors, officers, employees, advisors, attorneys, agents or other representatives. Our commitment is made subject only to our satisfaction with the Master Loan terms of the loan documents and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), their execution and delivery by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party all parties thereto. Terms defined in the MLSA and You shall have no obligation to us if this does not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to exercise its Collateral Surrender Right with respect to the following Loan: Loan Identification # Borrower Name Collateral (CUSIP’s) The Subject Borrower hereby consents to the acceptance of the Collateral set forth above (the “Subject Collateral”) in full satisfaction of the Obligations secured thereby (the “Subject Obligations”). Upon the effectiveness of this Collateral Surrender in accordance with Section 13.3 of the MLSA, the Subject Borrower acknowledges that all of its right, title and interest in the Subject Collateral shall be transferred to Lender. The Subject Borrower represents and warrants to Lender that, as of the date of effectiveness of the Collateral Surrender contemplated hereby, the Subject Collateral is free of occur for any Adverse Claim, except as created under the Lending Agreement. The Subject Borrower hereby acknowledges and agrees that effectiveness of the Collateral Surrender contemplated hereby shall not (x) discharge any Obligation that the Subject Borrower may have to Lender pursuant to the MLSA other than the Subject Obligations or (y) affect any right of recourse against the Subject Borrower that Lender may have pursuant to Section 17.0 of the MLSA or as a result of a breach of the representation and warranty set forth in the preceding paragraph (which representation and warranty shall survive effectiveness of the Collateral Surrender contemplated hereby). The Subject Borrower and the Applicable Primary Dealer party hereto each hereby consent to the assignment by Lender to any purchaser of the Subject Collateral following the effectiveness of the Collateral Surrender contemplated hereby of (i) the representations and warranties of the Subject Borrower and the Applicable Primary Dealer under the Lending Agreement and (ii) the rights of recourse against the Subject Borrower and the Applicable Primary Dealer under Section 17.0 of the MLSA as if the Subject Obligations had been owed to such purchaser. The undersigned Primary Dealer represents and warrants to Lender that (x) it has duly authorized, executed and delivered this Collateral Surrender and Acceptance Notice and (y) it has been duly authorized by the Subject Borrower to execute and deliver this Collateral Surrender and Acceptance notice on the Subject Borrower’s behalfreason. Very truly yours, [NAME OF PRIMARY DEALER], in its individual capacity and as the Subject Borrower’s Applicable Primary Dealer with respect the Loan set forth in the table above Name of Participant] By: Name: Title: NAME OF BORROWER[COMPANY LEGAL NAME] [$XXX,XXX,XXX SENIOR CREDIT FACILIT(Y)(IES)] ADMINISTRATIVE DETAILS FORM It is very important that all of the requested information be completed accurately and that this questionnaire be returned promptly. If your institution is sub-allocating its allocation, please fill out an administrative questionnaire for each legal entity. [Company Logo] [Company Legal Name] ADMINISTRATIVE DOCUMENTS Attention: [ Maggie Tsan Phone: (415) 222-1850 Email: admindetailsforms@wellsfargo.com Re: Borrower: [Company Name] ADDRESS OF BORROWERFacility: [ [$XXX,XXX,XXX Credit Facilit(y)(ies)] cc[Company Logo] [Company Legal Name] ADMINISTRATIVE DOCUMENTS Legal Name of Lender to appear in Documentation: Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx Xxxxxx xxxxx.xxxxxx@xx.xxx.xxx Federal Reserve Bank of New York, as Lender 00 Xxxxxxx Xxxxxx New York, NY 10045-0001 Att: Xxxxx X. Hansen xxxxx.xxxxxx@xx.xxx.xxx The Bank of New York Mellon, as Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx APPENDIX 6: FORM OF PREPAYMENT NOTICE [Date] The Bank of New York Mellon, as Custodian and Administrator QSR Administration 000 Xxxxxxx Xxxxxx, 4E New York, NY 10286 Att: Xxxxxx X. Taylor xxxxxx.x.xxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto. Terms defined in the MLSA and not otherwise defined herein are used herein with the same meanings. The Borrower identified on the signature page hereto (the “Subject Borrower”), acting though [name of Primary Dealer], as its duly authorized agent, hereby notifies you of its election to prepay the following Loans as set forth below (the “Loan Prepayment”): Loan Identification # Borrower Name PrepaymentSignature Block Information:

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