Common use of ACKNOWLEDGEMENT AND CONSENT Clause in Contracts

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement, dated as of June 12, 2015 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by the Granting Parties party thereto in favor of BNP PARIBAS S.A., as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ Name: [__________________] Title: [_______________] Address for Notices: [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __], 20[_], made by [______________________________], a [______________] corporation (the “Additional Granting Party”), in favor of BNP PARIBAS S.A., as collateral agent (the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (the “Administrative Agent”), in each case, for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement, dated as of June 12May 25, 2015 2011 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and the other Granting Parties party thereto in favor of BNP PARIBAS S.A.Deutsche Bank AG New York Branch, as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ : Name: [__________________[ ] Title: [_______________[ ] Address for Notices: [__________________[ ] * This consent is necessary only with respect to any Issuer that which is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __[ ], 20[_201[ ], made by [______________________________[ ], a [______________[ ] corporation (the “Additional Granting Party”), in favor of BNP PARIBAS S.A.DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to belowAgreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral AgreementAgreement referred to below, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement, dated as of June 12May 25, 2015 2011 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Emergency Medical Services Corporation and the other Granting Parties party thereto in favor of BNP PARIBAS S.A.Deutsche Bank AG New York Branch, as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ : Name: [__________________[ ] Title: [_______________[ ] Address for Notices: [__________________[ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __[ ], 20[_[ ], made by [______________________________[ ], a [______________[ ] corporation (the “Additional Granting Party”), in favor of BNP PARIBAS S.A.DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to belowAgreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral AgreementAgreement referred to below, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) The undersigned hereby acknowledges receipt of a copy Administrative Agent (at the direction of the Guarantee Lenders) hereby (i) acknowledges the Loan Parties and/or their affiliates have announced the pending merger, pursuant to certain definitive merger documents entered into among such parties prior to the date hereof, of the MLP into a newly formed direct or indirect Subsidiary of Holdings (that is not a Subsidiary of the General Partner or the MLP), following which merger the MLP shall be the continuing or surviving Person and Collateral Agreement, dated as the organizational structure of June 12, 2015 the Subsidiaries of the MLP shall otherwise be unaffected (as amended, waived, supplemented or otherwise modified from time to timecollectively, the “Merger”) and (ii) confirms that it consents to the Merger to the extent that such consent is required under the Existing Credit Agreement”, including, for the avoidance of doubt, to any amendment to the Organization Documents of the MLP to reflect Holdings’ indirect ownership of all of the Equity Interests of the MLP as a result of the Merger, or as otherwise agreed by the Administrative Agent; capitalized terms used and not otherwise defined provided, however, that nothing herein shall have the meanings assigned be construed as consent to them (A) any change in the Agreement or the Credit Agreement referred to therein, as the case may be), made by the Granting Parties party thereto in favor of BNP PARIBAS S.A., as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit organizational structure of the Collateral AgentLoan Parties or any other corporate transaction involving any of them, in each case other than the Administrative Agent Merger or (B) a merger in which the MLP is not the continuing or surviving Person. (b) Each of the Guarantors acknowledges and agrees that (i) notwithstanding the Lenders as follows: The undersigned will be bound conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Existing Credit Agreement applicable or any other Loan Document to it as an Issuer consent to the amendments to the Existing Credit Agreement effected pursuant to this Amendment and (as defined ii) nothing in the Existing Credit Agreement) and will comply with , this Amendment or any other Loan Document shall be deemed to require the consent of Holdings or such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ Name: [__________________] Title: [_______________] Address for Notices: [__________________] * This consent is necessary only with respect Guarantor to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __], 20[_], made by [______________________________], a [______________] corporation (the “Additional Granting Party”), in favor of BNP PARIBAS S.A., as collateral agent (the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (the “Administrative Agent”), in each case, for the banks and other financial institutions from time future amendments to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the ABL Canadian Guarantee and Collateral Agreement, dated as of June April 12, 2015 2018 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by and among GIENOW CANADA INC., MITTEN INC., NORTH STAR MANUFACTURING (LONDON) LTD. and the other Granting Parties party thereto in favor favour of BNP PARIBAS S.A.UBS AG, STAMFORD BRANCH, as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ : Name: [__________________] Title: [_______________] Address for Notices: [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __], 20[_], made by [______________________________], a [______________] corporation (the [each an] [the] “Additional Granting Party”), in favor favour of BNP PARIBAS S.A.UBS AG, STAMFORD BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the ABL U.S. Guarantee and Collateral Agreement, dated as of June April 12, 2015 2018 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by and among PISCES MIDCO, INC. and the other Granting Parties party thereto in favor of BNP PARIBAS S.A.UBS AG, STAMFORD BRANCH, as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:: ______________________________ Name: [__________________] Title: [_______________] Address for Notices: [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __], 20[_], made by [______________________________], a [______________] corporation (the [each an] [the] “Additional Granting Party”), in favor of BNP PARIBAS S.A.UBS AG, STAMFORD BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned Safety-Kleen Corp. whose common stock is pledged pursuant to the Acquisition Corp. Pledge Agreement, dated as of April 3, 1998 (the "Pledge Agreement"), made by LES Acquisition, Inc. in favor of the General Administrative Agent, hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement, dated as of June 12, 2015 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by the Granting Parties party thereto in favor of BNP PARIBAS S.A., as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agentthereof. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral General Administrative Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of Subsections 6.3(cparagraph 9(c) and 6.7 of the Pledge Agreement shall apply to it, mutatis mutandisMUTATIS MUTANDIS, with respect to all actions that may be required of it under or pursuant to Subsection 6.3(c) or 6.7 arising out of Section 10 of the Pledge Agreement. [NAME OF ISSUER] SAFETY-KLEEN CORP. By:_____: _________________________ Name: [__________________] Title: [_______________] Address for Notices: [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENTAssistant General Counsel and Secretary PLEDGE AGREEMENT SUPPLEMENT PLEDGE AGREEMENT SUPPLEMENT, dated as of [_______ __]April 7, 20[_]1998 (this "SUPPLEMENT"), made by [______________________________]LES ACQUISITION, a [______________] corporation INC. (the “Additional Granting Party”"PLEDGOR"), in favor of BNP PARIBAS S.A.TORONTODOMINION (TEXAS), INC., as collateral agent General Administrative Agent (the “Collateral Agent”) "GENERAL ADMINISTRATIVE AGENT"), under the Amended and ▇▇▇▇▇▇ Restated Credit Agreement, dated as of April 3, 1998 (as amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), with LES Inc., a Delaware corporation (the "COMPANY"), and ▇▇▇▇▇▇▇ SENIOR FUNDINGEnvironmental Services (Canada) Ltd., INC., as administrative agent a Canadian corporation (the “Administrative Agent”"CANADIAN BORROWER"; together with the Company, the "BORROWERS"), in each case, for the several banks and other financial institutions from time to time parties to thereto (the Credit Agreement referred to below "Lenders"), the General Administrative Agent, The Toronto-Dominion Bank, as Canadian Administrative Agent, TD Securities (USA) Inc., as Arranger, and the other Secured Parties (as defined in the Guarantee Managing Agents, Co-Documentation Agents and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined Syndication Agents identified therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement, dated as of June 12July 1, 2015 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by and among UNIVAR INC., UNIVAR USA INC. and the other Granting Parties party thereto in favor of BNP PARIBAS S.A.BANK OF AMERICA, N.A., as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ : Name: [__________________] Title: [_______________] Address for Notices: [__________________[ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __[ ], 20[_[ ], made by [______________________________[ ], a [______________[ ] corporation [(the [each an][the] “Additional Granting Party”), in favor of BNP PARIBAS S.A.BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The Each of the undersigned hereby accepts and acknowledges receipt of a copy of the Guarantee and Collateral foregoing Agreement, dated as of June 1211, 2015 2009 (as the same may be amended, waived, supplemented or otherwise modified from time to time, the “Pledge Agreement”; ), made by MTM TECHNOLOGIES, INC., in favor of COLUMBIA PARTNERS, L.L.C. INVESTMENT MANAGEMENT, in its capacity as Investment Manager (as such term is defined in the Pledge Agreement for the L/C Guarantors (as such term is defined in the Pledge Agreement). Unless defined in this Acknowledgement and Consent or the context clearly requires otherwise, all capitalized terms used and not otherwise defined herein shall have the meanings assigned given to them in the Agreement or Pledge Agreement. Each of the Credit Agreement referred to therein, as undersigned agrees for the case may be), made benefit of Investment Manager that the undersigned will be bound by the Granting Parties party thereto in favor terms of BNP PARIBAS S.A.the Pledge Agreement that are applicable to it as an Issuer and subsidiary, as Collateral Agent including Sections 4, 5, 6, 7 and 9 thereof and that it will fully comply with all such terms. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ Name: [__________________] Title: [_______________] Address for Notices: [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __], 20[_], made by [______________________________], a [______________] corporation (the “Additional Granting Party”), in favor of BNP PARIBAS S.A., as collateral agent (the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ SENIOR FUNDINGTitle: President and Chief Executive Officer By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President and Chief Executive Officer By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President and Chief Executive Officer [Signature Page to Acknowledgment and Consent of Stock Pledge Agreement] MTM Technologies (U.S.), Inc. Delaware 100 1 MTM Technologies, Inc. 100 % Info Systems, Inc. Delaware 100 1 MTM Technologies, Inc. 100 % MTM Technologies (Massachusetts), LLC Delaware n/a uncertificated MTM Technologies, Inc. 100 % THIS STOCK PLEDGE AGREEMENT SUPPLEMENT, dated as of June 11, 2009 (this “Supplement”), is made by MTM TECHNOLOGIES, INC.. ( “Pledgor”) in favor of Investment Manager (as defined below), pursuant to the terms of the Stock Pledge Agreement, dated as administrative agent of June 11, 2009 (as the same may be amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”), which was made by Pledgor in favor of COLUMBIA PARTNERS, L.L.C. INVESTMENT MANAGEMENT, in its capacity as Investment Manager (the “Administrative AgentInvestment Manager”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below itself and the other Secured Parties L/C Guarantors (as such term is defined in the Guarantee and Collateral Agreement referred to belowPledge Agreement). All Unless defined in this Supplement or the context clearly requires otherwise, capitalized terms not defined herein shall have the meaning ascribed meanings given to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Pledge Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Second Lien Guarantee and Collateral Agreement, dated as of June 12January 28, 2015 2014 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by and among PHARMEDIUM HEALTHCARE CORPORATION (as successor by merger to CDRF Merger Sub, Inc., together with its successors and assigns) and the other Granting Parties party thereto in favor of BNP PARIBAS S.A.Credit Suisse AG, as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ : Name: [__________________[ ] Title: [_______________[ ] Address for Notices: [__________________[ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __[ ], 20[_], made by [______________________________[ ], a [______________[ ] corporation [(the [each an][the] “Additional Granting Party”), in favor of BNP PARIBAS S.A.CREDIT SUISSE AG, as collateral agent (in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the ABL Guarantee and Collateral Agreement, dated as of June 12July 28, 2015 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by and among UNIVAR INC. and the other Granting Parties party thereto in favor of BNP PARIBAS S.A.BANK OF AMERICA, N.A., as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as U.S. Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ : Name: [__________________[ ] Title: [_______________[ ] Address for Notices: [__________________[ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __[ ], 20[_[ ], made by [______________________________[ ], a [______________[ ] corporation [(the [each an][the] “Additional Granting Party”), in favor of BNP PARIBAS S.A.BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as U.S. administrative agent (in such capacity, the “Administrative Agent”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the First Lien Guarantee and Collateral Agreement, dated as of June 12January 28, 2015 2014 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by and among PHARMEDIUM HEALTHCARE CORPORATION (as successor by merger to CDRF Merger Sub, Inc., together with its successors and assigns) and the other Granting Parties party thereto in favor of BNP PARIBAS S.A.JPMorgan Chase Bank, N.A., as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ : Name: [__________________[ ] Title: [_______________[ ] Address for Notices: [__________________[ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __[ ], 20[_], made by [______________________________[ ], a [______________[ ] corporation [(the [each an][the] “Additional Granting Party”), in favor of BNP PARIBAS S.A.JPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement, dated as of June 12December , 2015 2010 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Atkore International, Inc. and the other Granting Parties party thereto in favor of BNP PARIBAS S.A.UBS AG, Stamford Branch, as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection subsection 5.3.1 of the Agreement. The terms of Subsections subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ : Name: [__________________[ ] Title: [_______________[ ] Address for Notices: [__________________[ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __], 20[_], made by [______________________________], a [______________] corporation (the “Additional Granting Party”), in favor of BNP PARIBAS S.A.UBS AG, STAMFORD BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to belowAgreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral AgreementAgreement referred to below, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the First Lien Guarantee and Collateral Agreement, dated as of June 12January 28, 2015 2014 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by and among PHARMEDIUM HEALTHCARE CORPORATION (as successor by merger to CDRF Merger Sub, Inc., together with its successors and assigns) and the other Granting Parties party thereto in favor of BNP PARIBAS S.A.JPMorgan Chase Bank, N.A., as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ : Name: [__________________[ ] Title: [_______________[ ] Address for Notices: [__________________[ ] ** This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __[ ], 20[_[ ], made by [______________________________[ ], a [______________[ ] corporation [(the [each an][the] “Additional Granting Party”), in favor of BNP PARIBAS S.A.JPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Term Loan Guarantee and Collateral Agreement, dated as of June 12February 8, 2015 2018 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by and among NCI BUILDING SYSTEMS, INC. and the other Granting Parties party thereto in favor of BNP PARIBAS S.A.CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ : Name: [__________________] Title: [_______________] Address for Notices: [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __], 20[_], made by [______________________________], a [______________] corporation (the [each an][the] “Additional Granting Party”), in favor of BNP PARIBAS S.A.CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Second Lien Guarantee and Collateral Agreement, dated as of June 12January 28, 2015 2014 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by and among PHARMEDIUM HEALTHCARE CORPORATION (as successor by merger to CDRF Merger Sub, Inc., together with its successors and assigns) and the other Granting Parties party thereto in favor of BNP PARIBAS S.A.Credit Suisse AG, as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ : Name: [__________________[ ] Title: [_______________[ ] Address for Notices: [__________________[ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __[ ], 20[_[ ], made by [______________________________[ ], a [______________[ ] corporation [(the [each an][the] “Additional Granting Party”), in favor of BNP PARIBAS S.A.CREDIT SUISSE AG, as collateral agent (in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt LLC, the Company, the Lender and the Pledgor have entered into that certain Acknowledgement and Consent of a copy even date herewith (the “A&C”) pursuant to which the LLC and the Company have acknowledged the pledge of the Guarantee OP Units by the Pledgor to the Lender, subject to the terms and Collateral Agreementconditions set forth therein. In the event of any inconsistencies between the terms and provisions hereof and those of the A&C, dated the parties hereto agree that the terms and provisions of the A&C shall govern. In witness whereof, the undersigned Pledgor has executed these Instructions to Register Security Interest as of June 12the date first set forth above. PLEDGOR: ▇▇▇▇▇▇▇ PROPERTY HOLDINGS, 2015 (as amendedL.C. By: Name: Title: Manager HEALTH CARE PROPERTY INVESTORS, waivedINC., supplemented or otherwise modified from time to timea Maryland corporation As Managing Member of HCPI/Utah II, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to thereinLLC By: Date: Title: To: Health Care Property Investors, as the case may be), made by the Granting Parties party thereto in favor of BNP PARIBAS S.A., as Collateral Agent and Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDINGWay, INC.Suite 300 Long Beach, as Administrative AgentCalifornia 90806 Western National Trust Company ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇. The undersigned agrees for the benefit of the Collateral Agent▇▇▇▇ ▇▇▇▇ ▇▇▇▇, the Administrative Agent and the Lenders as follows▇▇ ▇▇▇▇▇ Attn: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ Name: [__________________] Title: [_______________] Address for Notices: [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __], 20[_], made by [______________________________], a [______________] corporation (the “Additional Granting Party”), in favor of BNP PARIBAS S.A., as collateral agent (the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC.President The undersigned Member or Assignee hereby irrevocably tenders for Exchange an aggregate of 150,331 LLC Units in HCPI/Utah II, LLC in accordance with the terms of the Amended and Restated Limited Liability Company Agreement of HCPI/Utah II, LLC, dated as of August 17, 2001, as administrative agent amended (the “Administrative AgentLLC Agreement”), in each case, for and the banks Exchange rights referred to therein. The undersigned Member or Assignee: a. undertakes (i) to surrender such LLC Units and other financial institutions from time any certificate therefor at the closing of the Exchange and (ii) to time parties furnish to the Credit Agreement referred Managing Member, prior to the Specified Exchange Date, the documentation, instruments and information required under Section 8.6.D of the LLC Agreement; b. directs that, at the sole discretion of the Managing Member (subject to the provisions of that certain Acknowledgment and Consent by and among Zions First National Bank, ▇▇ ▇▇▇▇▇▇▇ Company, L.C., HCPI/Utah II, LLC, Health Care Property Investors, Inc., and the undersigned Pledgor (“Acknowledgment and Consent”), which requires the payment of cash under certain circumstances) either (i) a certified check representing any cash payment deliverable upon closing of the Exchange be delivered to the address(es) specified below or (ii) a certificate representing the REIT Shares deliverable upon the closing of such Exchange be delivered to the address specified below and registered in the other Secured Parties name(s) and at the address(es) specified below; c. represents, warrants, certifies and agrees that, subject to the interests of Lender under that certain Loan (as that term is defined in the Guarantee Acknowledgment and Collateral Consent) and the interests of Lender and Western National Trust Company under that certain Account Assignment Agreement referred by and among ▇▇▇▇▇▇▇ Property Holdings, L.C.; ▇▇ ▇▇▇▇▇▇▇ Company, LC; Zions First National Bank; and Western National Trust Company: (i) the undersigned Member or Assignee has, and at the closing of the Exchange will have, good, marketable and unencumbered title to below). All capitalized terms not defined herein shall have such LLC Units, free and clear of the meaning ascribed rights or interests of any other person or entity, and (ii) such Exchange is in compliance with the provisions of Section 8.6 of the LLC Agreement; and d. acknowledges that it will continue to them in the Guarantee own such LLC Units until and Collateral Agreement, or if not defined therein, in the Credit Agreementunless such Exchange transaction closes.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement, dated as of June 12, 2015 [_____] (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by and among AIMMUNE THERAPEUTICS, INC., a Delaware corporation, and the other Granting Parties party thereto in favor of BNP PARIBAS S.A.CORTLAND CAPITAL MARKET SERVICES LLC, a Delaware limited liability company, as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) subsection 6.3 or 6.7 of the Agreement. [NAME OF ISSUER] By:____: Name: __________________________ NameTitle: [__________________] Title: [_______________] _ Address for Notices: [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ ___], 20[_[ ], made by [______________________________], a [_______________________] corporation [corporation] (the [each an][the] “Additional Granting Party”), in favor of BNP PARIBAS S.A.CORTLAND CAPITAL MARKET SERVICES LLC, a Delaware limited liability company, as collateral agent (together with its successors and permitted assigns in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt LLC, the Company, the Lender and the Pledgor have entered into that certain Acknowledgement and Consent of a copy even date herewith (the “A&C”) pursuant to which the LLC and the Company have acknowledged the pledge of the Guarantee OP Units by the Pledgor to the Lender, subject to the terms and Collateral Agreementconditions set forth therein. In the event of any inconsistencies between the terms and provisions hereof and those of the A&C, dated the parties hereto agree that the terms and provisions of the A&C shall govern. In witness whereof, the undersigned Pledgor has executed these Instructions to Register Security Interest as of June 12the date first set forth above. PLEDGOR: ▇▇▇▇▇▇▇ PROPERTY HOLDINGS, 2015 (as amendedL.C. By: Name: Title: Manager HEALTH CARE PROPERTY INVESTORS, waivedINC., supplemented or otherwise modified from time to timea Maryland corporation As Managing Member of HCPI/Utah, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to thereinLLC By: Date: Title: To: Health Care Property Investors, as the case may be), made by the Granting Parties party thereto in favor of BNP PARIBAS S.A., as Collateral Agent and Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDINGWay, INC.Suite 300 Long Beach, as Administrative AgentCalifornia 90806 Western National Trust Company ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇. The undersigned agrees for the benefit of the Collateral Agent▇▇▇▇ ▇▇▇▇ ▇▇▇▇, the Administrative Agent and the Lenders as follows▇▇ ▇▇▇▇▇ Attn: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ Name: [__________________] Title: [_______________] Address for Notices: [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __], 20[_], made by [______________________________], a [______________] corporation (the “Additional Granting Party”), in favor of BNP PARIBAS S.A., as collateral agent (the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC.President The undersigned Member or Assignee hereby irrevocably tenders for Exchange an aggregate of 150,302 LLC Units in HCPI/Utah, LLC in accordance with the terms of the Amended and Restated Limited Liability Company Agreement of HCPI/Utah, LLC, dated as of January 20, 1999, as administrative agent amended (the “Administrative AgentLLC Agreement”), in each case, for and the banks Exchange rights referred to therein. The undersigned Member or Assignee: (a) undertakes (i) to surrender such LLC Units and other financial institutions from time any certificate therefor at the closing of the Exchange and (ii) to time parties furnish to the Credit Agreement referred Managing Member, prior to the Specified Exchange Date, the documentation, instruments and information required under Section 8.6.D of the LLC Agreement; (b) directs that, at the sole discretion of the Managing Member (subject to the provisions of that certain Acknowledgment and Consent by and among Zions First National Bank, ▇▇ ▇▇▇▇▇▇▇ Company, L.C., HCPI/Utah, LLC, Health Care Property Investors, Inc., and the undersigned Pledgor (“Acknowledgment and Consent”), which requires the payment of cash under certain circumstances) either (i) a certified check representing any cash payment deliverable upon closing of the Exchange be delivered to the address(es) specified below or (ii) a certificate representing the REIT Shares deliverable upon the closing of such Exchange be delivered to the address specified below and registered in the other Secured Parties name(s) and at the address(es) specified below; (c) represents, warrants, certifies and agrees that, subject to the interests of Lender under that certain Loan (as that term is defined in the Guarantee Acknowledgment and Collateral Consent) and the interests of Lender and Western National Trust Company under that certain Account Assignment Agreement referred by and among ▇▇▇▇▇▇▇ Property Holdings, L.C.; ▇▇ ▇▇▇▇▇▇▇ Company, LC; Zions First National Bank; and Western National Trust Company: (i) the undersigned Member or Assignee has, and at the closing of the Exchange will have, good, marketable and unencumbered title to below). All capitalized terms not defined herein shall have such LLC Units, free and clear of the meaning ascribed rights or interests of any other person or entity, and (ii) such Exchange is in compliance with the provisions of Section 8.6 of the LLC Agreement; and (d) acknowledges that it will continue to them in the Guarantee own such LLC Units until and Collateral Agreement, or if not defined therein, in the Credit Agreementunless such Exchange transaction closes.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the First Lien Guarantee and Collateral Agreement, dated as of June 12April 9, 2015 2014 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Atkore International, Inc. and the other Granting Parties party thereto in favor of BNP PARIBAS S.A.DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection subsection 5.3.1 of the Agreement. The terms of Subsections subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ : Name: [__________________[ ] Title: [_______________[ ] Address for Notices: [__________________[ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __], 20[_], made by [______________________________], a [______________] corporation (the “Additional Granting Party”), in favor of BNP PARIBAS S.A.DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to belowAgreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral AgreementAgreement referred to below, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Second Lien Guarantee and Collateral Agreement, dated as of June 12April 9, 2015 2014 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by Atkore International, Inc. and the other Granting Parties party thereto in favor of BNP PARIBAS S.A.DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection subsection 5.3.1 of the Agreement. The terms of Subsections subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ : Name: [__________________[ ] Title: [_______________[ ] Address for Notices: [__________________[ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __], 20[_], made by [______________________________], a [______________] corporation (the “Additional Granting Party”), in favor of BNP PARIBAS S.A.DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to belowAgreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral AgreementAgreement referred to below, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement, dated as of June 12July 1, 2015 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by and among UNIVAR INC., UNIVAR USA INC. and the other Granting Parties party thereto in favor of BNP PARIBAS S.A.BANK OF AMERICA, N.A., as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ : Name: [__________________] Title: [_______________] _]` Address for Notices: [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ ________], 20[_], made by [______________________________], a [______________________] corporation [(the [each an][the] “Additional Granting Party”), in favor of BNP PARIBAS S.A.BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Cash Flow Guarantee and Collateral Agreement, dated as of June April 12, 2015 2018 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by and among PISCES MIDCO, INC. and the other Granting Parties party thereto in favor of BNP PARIBAS S.A.JPMORGAN CHASE BANK, N.A., as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ Name: [__________________] Title: [_______________] Address for Notices: [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __], 20[_], made by [______________________________], a [______________] corporation (the [each an][the] “Additional Granting Party”), in favor of BNP PARIBAS S.A.JPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the ABL Guarantee and Collateral Agreement, dated as of June 12February 8, 2015 2018 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by NCI GROUP, INC., R▇▇▇▇▇▇▇▇-CECO II CORPORATION, NCI BUILDING SYSTEMS, INC. and the other Granting Parties party thereto in favor of BNP PARIBAS S.A.W▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ : Name: [__________________] Title: [_______________] Address for Notices: [__________________] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __], 20[_], made by [______________________________], a [______________] corporation (the [each an] [the] “Additional Granting Party”), in favor of BNP PARIBAS S.A.W▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the Term Loan Guarantee and Collateral Agreement, dated as of June 12December 23, 2015 2013 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by JDA HOLDING LLC (as successor by merger to CD&R Landscapes Merger Sub, Inc.), ▇▇▇▇ DEERE LANDSCAPES LLC (as successor by merger to CD&R Landscapes Merger Sub 2, Inc.) and the other Granting Parties party thereto in favor of BNP PARIBAS S.A.ING CAPITAL LLC, as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ : Name: [__________________[ ] Title: [_______________[ ] Address for Notices: [__________________[ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __[ ], 20[_[ ], made by [______________________________[ ], a [______________[ ] corporation (the “Additional Granting Party”), in favor of BNP PARIBAS S.A.ING CAPITAL LLC, as collateral agent (in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Term Loan Guarantee and Collateral Agreement referred to belowAgreement). All capitalized terms not defined herein shall have the meaning ascribed to them in the such Term Loan Guarantee and Collateral AgreementAgreement referred to below, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. The undersigned hereby acknowledges receipt of a copy of the ABL Guarantee and Collateral Agreement, dated as of June 12December 23, 2015 2013 (as amended, waived, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by JDA HOLDING LLC (as successor by merger to CD&R Landscapes Merger Sub, Inc.), ▇▇▇▇ DEERE LANDSCAPES LLC (as successor by merger to CD&R Landscapes Merger Sub 2, Inc.) and the other Granting Parties party thereto in favor of BNP PARIBAS S.A.UBS AG, STAMFORD BRANCH, as Collateral Agent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By:______________________________ : Name: [__________________[ ] Title: [_______________[ ] Address for Notices: [__________________[ ] * This consent is necessary only with respect to any Issuer that is not also a Granting Party. ASSUMPTION AGREEMENT, dated as of [_______ __[ ], 20[_[ ], made by [______________________________[ ], a [______________[ ] corporation (the “Additional Granting Party”), in favor of BNP PARIBAS S.A.UBS AG, STAMFORD BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), in each case, ) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the ABL Guarantee and Collateral Agreement referred to belowAgreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the ABL Guarantee and Collateral AgreementAgreement referred to below, or if not defined therein, in the Credit Agreement.