Common use of Flow-Through Entities Clause in Contracts

Flow-Through Entities. If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. ☐ Attach Form W-8 for current Tax Year ☐ Confirm Tax ID Number: This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date set forth be- low and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capi- talized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contem- plated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percent- age interest identified below of all of such outstanding rights and obligations of the Assignor under the respective Commitments or Loans identified below (including without limitation the Revolving Loans, any Letters of Credit, any Floorplan Loan Exposure and Swingline Loans) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without rep- resentation or warranty by the Assignor. 1. Assignor (the “Assignor”): 2. Assignee (the “Assignee”) 3. Borrowers (the “Borrowers”): ConvergeOne Holdings Corp. and ConvergeOne, Inc. 4. Administrative Agent: ▇▇▇▇▇ Fargo Commercial Distribution Finance, LLC, as the Administrative Agent under the Credit Agreement 5. Credit Agreement: The Revolving Loan Credit Agreement dated as of June [7], 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agree- ment”), among the Borrowers, the other Loan Parties party thereto, the Lenders from time to time party thereto and ▇▇▇▇▇ Fargo Commercial Distribution Finance, LLC., as Administra- tive Agent, Collateral Agent and Floorplan Funding Agent for the Lenders. 6. Assigned Interest: Assignor Assignee Class of Revolving Commitments/ Revolving Loans Assigned1 Aggregate Amount of Re- volving Com- mitments/ Revolving Loans2 for all Lenders Amount of Commitment/ Loans Assigned Percentage Assigned of Revolving Commitment/ Revolving Loans3 CUSIP Number 7. Effective Date of Assignment (the “Effective Date”): , 20 4 The terms set forth in this Assignment and Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title:

Flow-Through Entities. If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. ☐ o Attach Form W-8 for current Tax Year ☐ o Confirm Tax ID Number: ______________ ASSIGNMENT AND ASSUMPTION This Assignment and Acceptance Assumption (the “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth be- low below and is entered into by and between [Insert name of Assignor] (the Assignor (as defined below“Assignor”) and [Insert name of Assignee] (the Assignee (as defined below“Assignee”). Capi- talized Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified defined below, 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 Acceptance Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contem- plated contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percent- age percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective Commitments or Loans facilities identified below (including without limitation the Revolving Loans, participations in any Letters of Credit, any Floorplan Loan Exposure Credit and Swingline LoansLoans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and AcceptanceAssumption, without rep- resentation representation or warranty by the Assignor. 1. Assignor (the “Assignor”):: ______________________________________________ 2. Assignee (the “Assignee”): ______________________________________________ [and is an Affiliate/Approved Fund of [identify Lender]] 3. Borrowers (the “Borrowers”Borrower(s): ConvergeOne Holdings Corp. and ConvergeOne[Novelis Inc.] [Novelis Corporation] [Novelis Global Employment Organization, Inc.] [Novelis South America Holdings, LLC] [Novelis Acquisitions, LLC] [Novelis Holdings, Inc.] [Novelis UK Ltd] [Novelis AG] [Novelis Deutschland GmbH] [insert name of other applicable Borrower] 4. Administrative Agent: ▇▇▇▇▇ Fargo Commercial Distribution FinanceBank, LLCNational Association, as the Administrative Agent administrative agent under the Credit Agreement 5. Credit Agreement: The Revolving Loan Credit Agreement dated as of June [7], 2017 SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agree- mentAgreement”), dated as of October 6, 2014, among the BorrowersDESIGNATED COMPANY (as defined in the Credit Agreement), as a borrower, NOVELIS INC., a corporation amalgamated under the Canada Business Corporations Act (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Designated Company signatory thereto as U.S. borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (“Novelis UK”), NOVELIS DEUTSCHLAND GMBH, a limited liability company organized under the laws of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Göttingen with registration number HRB 772 (“Novelis Deutschland”), NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (“Novelis AG”), and the other Loan Parties party thereto, the Lenders Borrowers from time to time party thereto thereto, AV METALS INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors, the Lenders, the Issuing Banks, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as U.S. swingline lender (in such capacity, “U.S. Swingline Lender”), ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, “Administrative Agent”) for the Secured Parties, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties, and ▇▇▇▇▇ Fargo Commercial Distribution FinanceFARGO BANK, LLC.N.A. (LONDON BRANCH), as Administra- tive AgentEuropean swingline lender (in such capacity, Collateral Agent “European Swingline Lender”) and Floorplan Funding Agent for the Lendersother parties party thereto. 6. Assigned Interest: Assignor Assignee Class of Revolving Commitments/ Revolving Loans Assigned1 Facility Assigned Aggregate Amount of Re- volving Com- mitments/ [Revolving Loans2 Commitments/ Specified Incremental Commitments/ Revolving Loans] for all Lenders Amount of Commitment/ Loans Assigned [Revolving Commitments/ Specified Incremental Commitments/ Revolving Loans] Assigned2 Percentage Assigned of [Revolving Commitment/ Commitments/ Specified Incremental Commitments/ Revolving Loans3 CUSIP NumberLoans] [U.S. Revolving Loans] [U.S. Swingline Loans] [Swiss Revolving Loans] [U.K. Revolving Loans] $ $ % [European Swingline Loans][German Revolving Loans][Belgian Revolving Loans] 7. Effective Date of Assignment (the “Swiss Qualifying Bank: Assignee [is][is not] a Swiss Qualifying Bank. 8. [Trade Date: _____________ ] Effective Date”): : _____________ ___, 20 4 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: By: Title: By: Title: Consented to and Accepted: [[NAME OF ASSIGNORDESIGNATED COMPANY], as Administrative Borrower] By: Name: Title: [[NAME OF ASSIGNEEEUROPEAN ADMINISTRATIVE BORROWER], as European Administrative Borrower] By: Name: Title: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: [▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as U.S. Swingline Lender] By: Name: Title: [____________________], as an Issuing Bank By: Name: Title: ▇▇▇▇▇ FARGO BANK, N.A. (LONDON BRANCH), as European Swingline Lender By: Name: Title:

Flow-Through Entities. If your institution is organized outside the U.S., U.S. and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non non-U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches branches for United States Tax WithholdingWithholding and Reporting) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please be advised that refer to the instructions when completing this form U.S. tax regulations do not permit LENDER INSTITUTIONS: IF your institution is incorporated or organized within the acceptance of faxed forms. Original tax form(sUnited States you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certificate) must be submitted. ☐ Attach Form W-8 for current Tax Year ☐ Confirm Tax ID Number: This Assignment and Acceptance ADMINISTRATIVE QUESTIONNAIRE - (US DOLLAR ONLY) CONFIDENTIAL Pursuant to the “Assignment and Acceptance”) is dated as of the Effective Date set forth be- low and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capi- talized terms used but not defined herein shall have the meanings given to them language contained in the Credit Agreement identified below, receipt the tax section 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contem- plated below, (i) all of the Assignor’s rights applicable tax form for your institution must be completed and obligations in its capacity as a Lender under the Credit Agreement and any other documents returned on or instruments delivered pursuant thereto prior to the extent related to the amount and percent- age interest identified below of all of such outstanding rights and obligations of the Assignor date on which your institution becomes a lender under the respective Commitments or Loans identified below (including without limitation the Revolving Loans, any Letters of Credit, any Floorplan Loan Exposure and Swingline Loans) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any person, whether known or unknown, arising under or in connection with the this Credit Agreement. Failure to provide the proper tax form when requested will subject your institution to U.S. tax withholding Additional guidance and instructions as to where to submit this documentation can be found at this link: IRS Tax Form Toolkit 10. Bank of America’s Payment Instructions: Pay to: Bank of America, 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 and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without rep- resentation or warranty by the Assignor. 1. Assignor (the “Assignor”): 2. Assignee (the “Assignee”) 3. Borrowers (the “Borrowers”): ConvergeOne Holdings Corp. and ConvergeOne, Inc. 4. Administrative Agent: N.A. ▇▇▇# ▇▇▇▇▇▇▇▇▇ Fargo Commercial Distribution Finance▇▇▇ York, LLCNY Account #: 1292000883 Attn: Corporate Credit Services Ref: NVR, as the Administrative Agent under the Credit Agreement 5. Credit Agreement: The Revolving Loan Credit Agreement dated Inc. THIS UNCONDITIONAL GUARANTY AGREEMENT (this “Guaranty”) is executed as of June [7[ ], 2017 by EACH OF THE SUBSIDIARIES OF NVR, INC., a Virginia corporation (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agree- mentBorrower”), among the BorrowersLISTED ON SCHEDULE 1 ATTACHED HERETO or which become a party hereto pursuant to Section 20 below (each a “Guarantor” and collectively, the other Loan Parties party thereto“Guarantors”), the Lenders from time to time party thereto and ▇▇▇▇▇ Fargo Commercial Distribution Finance, LLC., as Administra- tive Agent, Collateral Agent and Floorplan Funding Agent for the Lendersbenefit of the Credit Parties defined below. 6. Assigned Interest: Assignor Assignee Class of Revolving Commitments/ Revolving Loans Assigned1 Aggregate Amount of Re- volving Com- mitments/ Revolving Loans2 for all Lenders Amount of Commitment/ Loans Assigned Percentage Assigned of Revolving Commitment/ Revolving Loans3 CUSIP Number 7. Effective Date of Assignment (the “Effective Date”): , 20 4 The terms set forth in this Assignment and Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title:

Flow-Through Entities. If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-Flow- through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. ☐ q Attach Form W-8 for current Tax Year ☐ q Confirm Tax ID Number: EXHIBIT F This Assignment and Acceptance Assumption (the “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth be- low below and is entered into by and between the Assignor named below (as defined belowthe “Assignor”) and the Assignee named below (as defined belowthe “Assignee”). Capi- talized Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified belowbelow (as amended, the “Credit 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 Acceptance Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contem- plated below, below (i) all of the Assignor’s rights and obligations in its capacity as a Lender Bank under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percent- age percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective Commitments or Loans facilities identified below (including without limitation the Revolving Loans, any Letters of Credit, any Floorplan Loan Exposure and Swingline Loansguarantees included in such facilities) 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 LenderBank) against any personPerson, 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, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and AcceptanceAssumption, without rep- resentation representation or warranty by the Assignor. 1. Assignor (the “Assignor”): 2. Assignee (the “Assignee”) 3. Borrowers (the “Borrowers”): ConvergeOne Holdings Corp. and ConvergeOne, Inc. 4. Administrative Agent: ▇▇▇▇▇ Fargo Commercial Distribution Finance, LLC, as the Administrative Agent under the Credit Agreement 5. Credit Agreement: The Revolving Loan Credit Agreement dated as of June [7], 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agree- ment”), among the Borrowers, the other Loan Parties party thereto, the Lenders from time to time party thereto and ▇▇▇▇▇ Fargo Commercial Distribution Finance, LLC., as Administra- tive Agent, Collateral Agent and Floorplan Funding Agent for the Lenders. 6. Assigned Interest: Assignor Assignee Class of Revolving Commitments/ Revolving Loans Assigned1 Aggregate Amount of Re- volving Com- mitments/ Revolving Loans2 for all Lenders Amount of Commitment/ Loans Assigned Percentage Assigned of Revolving Commitment/ Revolving Loans3 CUSIP Number 7. Effective Date of Assignment (the “Effective Date”): , 20 4 The terms set forth in this Assignment and Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title:

Flow-Through Entities. If your institution is organized outside the U.S.US, and is classified for U.S. US federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. non-US flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. US Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing this form. In addition, please be advised that U.S. US tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. ☐ Attach US LENDER INSTITUTIONS: If your institution is incorporated or organized within the United States, you must complete and return Form W-8 W-9 (Request for current Tax Year ☐ Confirm Tax ID Number: Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9. This Assignment and Acceptance Solvency Certificate is delivered pursuant to Section 4.02(i) of the First Lien Credit Agreement dated as of March 22, 2013 (the “Assignment and AcceptanceCredit Agreement”) is dated among ▇▇▇▇▇▇-▇▇▇▇ Global Education Intermediate Holdings, LLC, a Delaware limited liability company, ▇▇▇▇▇▇-▇▇▇▇ Global Education Holdings, LLC, a Delaware limited liability company (the “Borrower”), the lenders party thereto from time to time, and Credit Suisse AG, Cayman Islands Branch, as of the Effective Date set forth be- low and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below)Administrative Agent. Capi- talized Capitalized terms used but herein and not otherwise defined herein shall have the meanings given assigned to them such terms in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the AssigneeAgreement. The Standard Terms undersigned hereby certifies, solely in his capacity as an officer of the Borrower and Conditions set forth not in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part his individual capacity, as follows: 1. I am the [Financial Officer] of this Assignment and Acceptance as if set forth herein in fullthe Borrower. For an agreed consideration, I am familiar with the Assignor hereby irrevocably sells and assigns to the AssigneeTransactions, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and have reviewed the Credit Agreement, as financial statements referred to in Section 3.05 of the Effective Date inserted by the Administrative Agent as contem- plated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other such documents or instruments delivered pursuant thereto and made such investigation as I have deemed relevant for the purposes of this Solvency Certificate. 2. As of the date hereof, immediately after giving effect to the extent related to consummation of the amount Transactions, on and percent- age interest identified below of all as of such outstanding rights and obligations date (i) the fair value of the Assignor under assets of the respective Commitments Borrower and its subsidiaries on a consolidated basis, at a fair valuation, exceeds the debts and liabilities, direct, subordinated, contingent or Loans identified below (including without limitation otherwise, of the Revolving Loans, any Letters of Credit, any Floorplan Loan Exposure Borrower and Swingline Loans) and its subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its subsidiaries on a consolidated basis is greater than the amount that will be required to pay the extent permitted probable liability of the Borrower and its subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its subsidiaries on a consolidated basis are able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its subsidiaries on a consolidated basis do not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be assigned under applicable law, all claims, suits, causes of action and any other right of conducted following the Assignor (in its capacity as a Lender) against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without rep- resentation or warranty by the AssignorClosing Date. 1. Assignor (the “Assignor”): 2. Assignee (the “Assignee”) 3. Borrowers (As of the “Borrowers”): ConvergeOne Holdings Corp. date hereof, immediately after giving effect to the consummation of the Transactions, the Borrower does not intend to, and ConvergeOnethe Borrower does not believe that it or any of its subsidiaries will, Inc. 4incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such subsidiary and the timing and amounts of cash to be payable on or in respect of its debts or the debts of any such subsidiary. This Solvency Certificate is being delivered by the undersigned officer only in his capacity as [Financial Officer] of the Borrower and not individually and the undersigned shall have no personal liability to the Administrative Agent: Agent or the Lenders with respect thereto. IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate on the date first written above. ▇▇▇▇▇▇-▇▇▇▇ Fargo Commercial Distribution FinanceGLOBAL EDUCATION HOLDINGS, LLCLLC By: Name: Title: [Financial Officer] Date:5 , To: Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent Agent”) under the Credit Agreement 5. Credit Agreement: The Revolving Loan that certain First Lien Credit Agreement dated as of June [7]March 22, 2017 2013 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agree- mentAgreement”), among ▇▇▇▇▇▇-▇▇▇▇ Global Education Intermediate Holdings, LLC, a Delaware limited liability company, ▇▇▇▇▇▇-▇▇▇▇ Global Education Holdings, LLC, a Delaware limited liability company (the Borrowers, the other Loan Parties party thereto“Borrower”), the Lenders from time to time party thereto and ▇▇▇▇▇ Fargo Commercial Distribution Financethe Administrative Agent. Ladies and Gentlemen: Reference is made to the above-described Credit Agreement. Terms defined in the Credit Agreement, LLC.wherever used herein, unless otherwise defined herein, shall have the same meanings herein as Administra- tive Agent, Collateral Agent and Floorplan Funding Agent for are prescribed by the LendersCredit Agreement. The undersigned hereby irrevocably notifies you of the Borrowing specified below: 1. The Borrowing will be a Borrowing of Loans.6 2. The aggregate amount of the proposed Borrowing is: $ . 63. Assigned InterestThe Business Day of the proposed Borrowing is: Assignor Assignee Class of Revolving Commitments/ Revolving Loans Assigned1 Aggregate Amount of Re- volving Com- mitments/ Revolving Loans2 for all Lenders Amount of Commitment/ Loans Assigned Percentage Assigned of Revolving Commitment/ Revolving Loans3 CUSIP Number 7. Effective Date of Assignment (the “Effective Date”): , 20 4 The terms set forth in this Assignment and Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title:.

Flow-Through Entities. If your institution is organized outside the U.S.US, and is classified for U.S. US federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. non-US flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. US Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing this form. In addition, please be advised that U.S. US tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. ☐ Attach US LENDER INSTITUTIONS: If your institution is incorporated or organized within the United States, you must complete and return Form W-8 W-9 (Request for current Tax Year ☐ Confirm Tax ID Number: Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9. This Assignment Solvency Certificate is delivered pursuant to Section 4.02(i) of the Third Amended and Acceptance Restated First Lien Credit Agreement dated as of August 21, 2013 (the “Assignment and AcceptanceCredit Agreement”), among Chase Acquisition I, Inc., a Delaware corporation, RBS Global, Inc., a Delaware corporation (“RBS Global”) is dated and Rexnord LLC, a Delaware limited liability company (together with RBS Global, the “Borrowers”), the lenders party thereto from time to time, and Credit Suisse AG, as of the Effective Date set forth be- low and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below)Administrative Agent. Capi- talized Capitalized terms used but herein and not otherwise defined herein shall have the meanings given assigned to them such terms in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the AssigneeAgreement. The Standard Terms undersigned hereby certifies, solely in his capacity as an officer of the Borrowers and Conditions set forth not in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part his individual capacity, as follows: 1. I am the [Financial Officer] of this Assignment and Acceptance as if set forth herein in fullthe Borrowers. For an agreed consideration, I am familiar with the Assignor hereby irrevocably sells and assigns to the AssigneeTransactions, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and have reviewed the Credit Agreement, as financial statements referred to in Section 3.05 of the Effective Date inserted by the Administrative Agent as contem- plated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other such documents or instruments delivered pursuant thereto and made such investigation as I have deemed relevant for the purposes of this Solvency Certificate. 2. As of the date hereof, immediately after giving effect to the extent related to consummation of the amount Transactions, on and percent- age interest identified below of all as of such outstanding rights and obligations date (i) the fair value of the Assignor under assets of the respective Commitments Borrowers and their Subsidiaries on a consolidated basis, at a fair valuation, exceeds the debts and liabilities, direct, subordinated, contingent or Loans identified below (including without limitation otherwise, of the Revolving Loans, any Letters of Credit, any Floorplan Loan Exposure Borrowers and Swingline Loans) and their Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrowers and their Subsidiaries on a consolidated basis is greater than the amount that will be required to pay the extent permitted probable liability of the Borrowers and their Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrowers and their Subsidiaries on a consolidated basis are able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrowers and their Subsidiaries on a consolidated basis do not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be assigned under applicable law, all claims, suits, causes of action and any other right of conducted following the Assignor (in its capacity as a Lender) against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without rep- resentation or warranty by the AssignorThird Restatement Effective Date. 1. Assignor (the “Assignor”): 2. Assignee (the “Assignee”) 3. As of the date hereof, immediately after giving effect to the consummation of the Transactions, the Borrowers (do not intend to, and the “Borrowers”): ConvergeOne Holdings Corp. Borrowers do not believe that they or any of their Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and ConvergeOne, Inc. 4amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary. Administrative Agent: ▇▇▇▇▇ Fargo Commercial Distribution Finance, LLC, This Solvency Certificate is being delivered by the undersigned officer only in his capacity as [Financial Officer] of the Borrowers and not individually and the undersigned shall have no personal liability to the Administrative Agent under the Credit Agreement 5. Credit Agreement: The Revolving Loan Credit Agreement dated as of June [7], 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agree- ment”), among the Borrowers, the other Loan Parties party thereto, the Lenders from time to time party thereto and ▇▇▇▇▇ Fargo Commercial Distribution Finance, LLCwith respect thereto., as Administra- tive Agent, Collateral Agent and Floorplan Funding Agent for the Lenders. 6. Assigned Interest: Assignor Assignee Class of Revolving Commitments/ Revolving Loans Assigned1 Aggregate Amount of Re- volving Com- mitments/ Revolving Loans2 for all Lenders Amount of Commitment/ Loans Assigned Percentage Assigned of Revolving Commitment/ Revolving Loans3 CUSIP Number 7. Effective Date of Assignment (the “Effective Date”): , 20 4 The terms set forth in this Assignment and Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: