Common use of FORM OF ASSIGNMENT AND ACCEPTANCE Clause in Contracts

FORM OF ASSIGNMENT AND ACCEPTANCE. Reference is made to that certain Credit Agreement, dated as of July 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by and among ZAYO GROUP, LLC, a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), the Persons party thereto from time to time as Guarantors, the financial institutions party thereto from time to time as lender (the “Lenders”), SUNTRUST BANK, as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility (in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”). The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: The Assignor hereby sells and assigns to the Assignee without recourse, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement as of the date hereof equal to the percentage interest specified on Schedule 1 of all outstanding rights and obligations under the Credit Agreement. After giving effect to such sale and assignment, the Assignee’s Commitment and the amount of the Loans owing to the Assignee will be as set forth on Schedule 1.

FORM OF ASSIGNMENT AND ACCEPTANCE. Reference is made to that certain the Amended and Restated Credit Agreement, dated as of July 2, 2012 Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement)) dated as of November 10, 2016, by and among ZAYO GROUP, LLC, a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), the Persons party thereto from time to time as Guarantors, the financial institutions party thereto from time to time as lender (the “Lenders”), SUNTRUST BANK, as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, ▇i) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ SENIOR FUNDINGMIDSTREAM/ENERGY FUND, INC., a Maryland corporation, registered as a closed-end management investment company under the Investment Company Act of 1940 (the “Borrower”), (ii) the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”), (iii) (iii) Citibank, N.A. as syndication agent for the Lenders hereunder (the “Syndication Agent”), and (iii) JPMORGAN CHASE BANK, N.A., as administrative agent for the Term Loan Facility Lenders hereunder (in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”). 1. The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: The Assignor hereby irrevocably sells and assigns to the Assignee without recourserecourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, an as of the Effective Date (as defined below) the interest described in Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement. 2. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to or in any connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, or any other obligor or the performance or observance by the Borrower, or any other obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (c) attaches any Notes held by it evidencing the Assigned Interest and (i) requests that the Administrative Agent, upon request by the Assignee, exchange the attached Notes for a new Note or Notes payable to the Assignee and (ii) if the Assignor has retained any interest in the Assigned Interest, requests that the Administrative Agent exchange the attached Notes for a new Note or Notes payable to the Assignor, in each case in amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date). 3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Credit Agreement, together with copies of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, its obligation pursuant to Section 2.11(b) of the Credit Agreement. 4. The effective date of this Assignment and Acceptance shall be (the “Effective Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date hereof equal of such acceptance and recording by the Administrative Agent). 5. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the percentage interest specified on Schedule 1 Assignee whether such amounts have accrued prior to the Effective Date or accrue subsequent to the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of all outstanding this assignment directly between themselves. 6. From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 7. After giving effect to such sale This Assignment and assignment, Acceptance shall be governed by and construed in accordance with the Assignee’s Commitment and the amount substantive laws of the Loans owing to the Assignee will be as set forth on Schedule 1State of New York.

FORM OF ASSIGNMENT AND ACCEPTANCE. Reference is made to that certain the Second Amended and Restated Credit Agreement, Agreement dated as of July 2September , 2012 2013 (as amended, restated, supplemented or otherwise modified from time to timeamended and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein without definitions shall have ), among Plains AAP, L.P., the meanings ascribed thereto Lenders named therein, and Citibank, N.A., as Administrative Agent. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named herein hereby sells and assigns, without recourse, to the Assignee named herein, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth herein the interests set forth herein (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement), including, without limitation, the interests set forth herein in the Commitment(s) of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.17(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and among ZAYO GROUPconstrued in accordance with the laws of the State of New York. Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment (“Assignment Date”): Commitment(s) Assigned: Loans: The terms set forth above are hereby agreed to: [Name of Assignor], LLCas Assignor By: Name: Title: [Name of Assignee], as Assignee By: Name: Title: The undersigned hereby consent to the within assignment: PLAINS AAP, L.P., a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, INC., partnership By: Plains All American GP LLC a Delaware corporation (“Zayo Capital”; and together with limited liability company, its general partner By: Name: Title: as Administrative BorrowerAgent By: Name: Title: Citibank, each, individually a “Borrower” and, collectively, the “Borrowers”), the Persons party thereto from time to time as Guarantors, the financial institutions party thereto from time to time as lender (the “Lenders”), SUNTRUST BANKN.A., as the Issuing BankAdministrative Agent ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, SUNTRUST BANKOPS III ▇▇▇ ▇▇▇▇▇▇, as the Collateral Agent, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDINGAttn: Plains All American Account Officer Ladies and Gentlemen: This Borrowing Request is delivered to you by Plains AAP, INC.L.P., a Delaware limited partnership (the “Borrower”), under Section 2.03 of the Second Amended and Restated Credit Agreement dated as administrative agent for the Term Loan Facility of September , 2013 (as further restated, amended, modified, supplemented and in such capacityeffect, the “Term Facility Administrative AgentCredit Agreement”), by and SUNTRUST BANKamong the Borrower, the Lenders party thereto, and Citibank, N.A., as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”). The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: The Assignor hereby sells and assigns to the Assignee without recourse, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement as of the date hereof equal to the percentage interest specified on Schedule 1 of all outstanding rights and obligations under the Credit Agreement. After giving effect to such sale and assignment, the Assignee’s Commitment and the amount of the Loans owing to the Assignee will be as set forth on Schedule 1.

FORM OF ASSIGNMENT AND ACCEPTANCE. THIS ASSIGNMENT AND ACCEPTANCE (this “Assignment and Acceptance”) is made and entered into as of [ ], by and between [name of assignor] (the “Assignor”) and [name of assignee] (the “Assignee”). Reference is made to that certain the Third Amended and Restated Revolving Credit Agreement, dated as of July 2November [ ], 2012 2016 (as the same may be amended, restated, supplemented or otherwise modified from time to timetime and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by and among ZAYO GROUPTC PipeLines, LLCLP, a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectivelypartnership, the “Borrowers”), the Persons party thereto Lenders from time to time as Guarantors, the financial institutions party thereto from time to time as lender (the “Lenders”), SUNTRUST BANKand SunTrust Bank, as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility (in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”). The “Assignor” Issuing Bank and the “Assignee” referred to on Schedule 1 agree as follows: Swingline Lender. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor hereby sells and assigns assigns, without recourse, to the Assignee without recourseAssignee, and the Assignee hereby purchases and assumes assumes, without recourse, from the Assignor, an interest effective as of the Effective Date set forth below, the interests set forth below (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement as Agreement, including, without limitation, the interests set forth below in the Term Loan of the date hereof equal Assignor on the Assignment Date and the Revolving Commitment of the Assignor on the Assignment Date and the Revolving Loans owing to the percentage Assignor which are outstanding on the Assignment Date, together with the participations in the LC Exposure and the Swingline Exposure of the Assignor on the Assignment Date, but excluding accrued interest specified on Schedule 1 and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of all outstanding a copy of the Credit Agreement. From and after the Assignment Date, (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. After giving effect This Assignment and Acceptance is being delivered to such sale the Administrative Agent together with (i) any documentation required to be delivered by the Assignee pursuant to Section 2.20(e) of the Credit Agreement, duly completed and assignment, executed by the Assignee’s Commitment , and (ii) if the amount Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay the processing and recordation fee payable to the Administrative Agent pursuant to Section 10.4(b) of the Loans owing to the Assignee will be as set forth on Schedule 1Credit Agreement.

FORM OF ASSIGNMENT AND ACCEPTANCE. Reference is made to that certain the Amended and Restated Warehousing Credit Agreement, and Security Agreement dated as of July 2May 30, 2012 2008 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by and among ZAYO GROUP, LLC, a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, CENTERLINE MORTGAGE CAPITAL INC. AND CENTERLINE MORTGAGE PARTNERS INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), BANK OF AMERICA, N.A., and the Persons party thereto other entities from time to time parties thereto as Guarantorslenders (collectively, the financial institutions party thereto from time to time as lender (the “Lenders”), SUNTRUST BANKand BANK OF AMERICA, N.A., as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility Lenders (in such capacity, the “Term Facility Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and SUNTRUST BANK, as used herein shall have the administrative agent for meanings given to them in the Revolving Loan Facility Credit Agreement. __________ (in such capacity, the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative AgentsAssignor”). The “Assignor” ) and __________ (the “Assignee” referred to on Schedule 1 ”) agree as follows: The Assignor hereby irrevocably sells and assigns to the Assignee without recourserecourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Assignment Effective Date (as defined below), an interest (the “Assigned Interest”), as specified on SCHEDULE 1, in and to the Assignor’s rights and obligations under the Credit Agreement with respect to the credit facilities contained in the Credit Agreement as are set forth on SCHEDULE 1 (individually, an “Assigned Facility”; collectively, the “Assigned Facilities”), in a principal amount for each Assigned Facility as set forth on SCHEDULE 1. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; and (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower, any of its Affiliates, or any other obligor or the performance or observance by Borrower, any of its Affiliates, or any other obligor of any of their respective obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Credit Agreement, together with copies of such of the financial statements delivered pursuant to Section 6.2 thereof as it has requested and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Agent, or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The effective date of this Assignment and Acceptance shall be __________ _____, ________ (the “Assignment Effective Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and recording by the Agent pursuant to the Credit Agreement, effective as of the Assignment Effective Date (which shall not, unless otherwise agreed to by the Agent, be earlier than five Domestic Business Days after the date hereof equal of such acceptance and recording by the Agent). Upon such acceptance and recording, from and after the Assignment Effective Date, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the percentage interest specified on Schedule 1 Assignee whether such amounts have accrued prior to the Assignment Effective Date or accrue subsequent to the Assignment Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Agent for periods prior to the Assignment Effective Date or with respect to the making of all outstanding this assignment directly between themselves. From and after the Assignment Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. After This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York without giving effect to such sale provisions or principles thereof relating to conflict of laws or choice of law. This Assignment and assignmentAcceptance may be executed by one or more of the parties to this Assignment and Acceptance on any number of separate counterparts (including by facsimile transmission), the Assignee’s Commitment and all of said counterparts taken together shall be deemed to constitute one and the amount of the Loans owing to the Assignee will be as set forth on Schedule 1same instrument.

FORM OF ASSIGNMENT AND ACCEPTANCE. Reference is made to that certain Credit Agreement, the Master Repurchase Agreement dated as of July 2August 21, 2012 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Repurchase Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), ) by and among ZAYO GROUPbetween PennyMac Loan Services, LLC, a Delaware limited liability company (the “Administrative BorrowerSeller”)) and Deutsche Bank AG, ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), the Persons party thereto from time to time as Guarantors, the financial institutions party thereto from time to time as lender Cayman Islands Branch (the “Lenders”), SUNTRUST BANK, as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility (in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative AgentsBuyer”). The Capitalized terms not otherwise defined herein shall have the same meanings as specified therefor in the Repurchase Agreement. Each “Assignor” referred to on Schedule I hereto (each, an “Assignor”) and the each “Assignee” referred to on Schedule 1 agree I hereto (each an “Assignee”) hereby agrees severally with respect to all information relating to it and its assignment hereunder and on Schedule I hereto as follows: The Subject to the provisions of Section 14.05 of the Repurchase Agreement, such Assignor hereby sells and assigns assigns, without recourse except as to the Assignee without recourserepresentations and warranties made by it herein, to such Assignee, and the such Assignee hereby purchases and assumes from the such Assignor, an interest in and to the such Assignor’s rights and obligations under the Credit Repurchase Agreement as of the date hereof Effective Date (as hereinafter defined) equal to the percentage interest specified on Schedule 1 I hereto of all outstanding rights and obligations under the Credit Agreement. After giving effect to such sale and assignmentRepurchase Agreement (collectively, the Assignee’s Commitment and the amount of the Loans owing to the Assignee will be as set forth on Schedule 1.“Assigned Interests”). Such Assignor:

FORM OF ASSIGNMENT AND ACCEPTANCE. Reference is made to that certain the Second Amended and Restated Credit Agreement, Agreement dated as of July 2May 1, 2012 2007 (as amended, restated, supplemented or otherwise modified from time to timeamended and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein without definitions shall have ), among Enterprise GP Holdings L.P., the meanings ascribed thereto Lenders named therein, Citicorp North America, Inc, as Administrative Agent and Citibank, N.A, as Issuing Bank. Terms defined in the Credit Agreement), by and among ZAYO GROUP, LLC, a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), the Persons party thereto from time to time as Guarantors, the financial institutions party thereto from time to time as lender (the “Lenders”), SUNTRUST BANK, as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility (in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together Agreement are used herein with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”)same meanings. The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: The Assignor named herein hereby sells and assigns assigns, without recourse, to the Assignee without recoursenamed herein, and the Assignee hereby purchases and assumes assumes, without recourse, from the Assignor, an interest effective as of the Assignment Date set forth herein the interests set forth herein (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement as Agreement, including, without limitation, the interests set forth herein in the Commitment(s) of the date hereof equal Assignor on the Assignment Date and Loans owing to the percentage Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment Date, but excluding accrued interest specified on Schedule 1 and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of all outstanding a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. After giving effect This Assignment and Acceptance is being delivered to such sale the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.17(e) of the Credit Agreement, duly completed and assignment, executed by the Assignee’s Commitment , and (ii) if the amount Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Loans owing Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment (“Assignment Date”): Facility Principal Amount Assigned Percentage Assigned of Facility/Commitment(s) (set forth, for each assigned Commitment, to at least 8 decimals, as a percentage of the Assignee will be as set forth on Schedule 1.aggregate Commitments of the relevant Class) Commitment(s)

FORM OF ASSIGNMENT AND ACCEPTANCE. [date to be supplied] Reference is made to that certain the Amended and Restated Revolving Credit Agreement, and Term Loan Agreement dated as of July 2November [__], 2012 2010 (as amended, restated, supplemented or otherwise modified from time to timeamended and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by and among ZAYO GROUP, LLCBristow Group Inc., a Delaware limited liability company (the “Administrative Borrower”)corporation, ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), the Persons party thereto from time to time as Guarantors, the financial institutions party thereto from time to time as lender (the “Lenders”), SUNTRUST BANK, as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDINGnders from time to time party thereto, INC.and SunTrust Bank, as administrative agent Administrative Agent for such lenders. Terms defined in the Term Loan Facility Credit Agreement are used herein with the same meanings. The [name of assignor] (in such capacity, the “Term Facility Administrative AgentAssignor”)) hereby sells and assigns, and SUNTRUST BANKwithout recourse, as the administrative agent for the Revolving Loan Facility to [name of assignee] (in such capacity, the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”). The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: The Assignor hereby sells and assigns to the Assignee without recourse”), and the Assignee hereby purchases and assumes assumes, without recourse, from the Assignor, an interest effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement as Agreement, including, without limitation, the interests set forth below in the Revolving Commitment of the date hereof equal Assignor on the Assignment Date and Revolving Loans owing to the percentage Assignor which are outstanding on the Assignment Date, together with the participations in the LC Exposure and the Swingline Exposure of the Assignor on the Assignment Date [, but excluding accrued interest specified on Schedule 1 and fees to and excluding the Assignment Date]. The Assignee hereby acknowledges receipt of all outstanding a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. After giving effect This Assignment and Acceptance is being delivered to such sale the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.20(e) of the Credit Agreement, duly completed and assignment, executed by the Assignee’s Commitment , and (ii) if the amount Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 10.4(b) of the Loans owing to the Assignee will be as set forth on Schedule 1Credit Agreement.

FORM OF ASSIGNMENT AND ACCEPTANCE. [Date] Reference is made to that certain Credit Agreement, the Term Loan Agreement dated as of July 2September 22, 2012 2016 (as amended, restated, supplemented or otherwise modified from time to timeamended and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by and among ZAYO GROUP, LLCAtmos Energy Corporation, a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; Texas and together with Administrative Borrower, each, individually a “Borrower” and, collectivelyVirginia corporation, the “Borrowers”), the Persons party thereto lenders from time to time as Guarantors, the financial institutions party thereto from time to time and Branch Banking and Trust Company, as lender Administrative Agent for such lenders. Terms defined in the Credit Agreement are used herein with the same meanings. [Name of Assignor] (the “LendersAssignor”)) hereby sells and assigns, SUNTRUST BANKwithout recourse, as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility to [name of Assignee] (in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”). The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: The Assignor hereby sells and assigns to the Assignee without recourse”), and the Assignee hereby purchases and assumes assumes, without recourse, from the Assignor, an interest effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement as Agreement, including, without limitation, the Commitment of the date hereof equal Assignor on the Assignment Date and Credit Exposure owing to the percentage Assignor which are outstanding on the Assignment Date, but excluding accrued interest specified on Schedule 1 and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of all outstanding a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. After giving effect This Assignment and Acceptance is being delivered to such sale the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.17(e) of the Credit Agreement, duly completed and assignment, executed by the Assignee’s Commitment , and (ii) if the amount Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 9.4(b)(iv) of the Loans owing to the Assignee will be as set forth on Schedule 1Credit Agreement.

FORM OF ASSIGNMENT AND ACCEPTANCE. Reference is made to that certain Credit the Loan and Security Agreement, dated as of July 2March , 2012 2005 (as amended, restated, supplemented or otherwise modified from time to timetime and in effect on the date hereof, the “Credit Loan Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by and among ZAYO GROUP, LLC, a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITALamong K-Sea Operating Partnership L.P., INC., a Delaware corporation (“Zayo Capital”; and together with Administrative as Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), the Persons party thereto from time to time as Guarantors, the financial institutions party thereto from time to time as lender (the “Lenders”), SUNTRUST BANKLenders named therein and KeyBank National Association, as Administrative Agent and Collateral Trustee. Terms defined in the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility (in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together Agreement are used herein with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”)same meanings. The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: The Assignor named below hereby sells and assigns assigns, without recourse, to the Assignee without recoursenamed below, and the Assignee hereby purchases and assumes assumes, without recourse, from the Assignor, an interest effective as of the Assignment Date, the interests set forth below (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement as Loan Agreement, including, without limitation, the interests set forth below in [the Commitment of the date hereof equal to Assignor on the percentage interest specified on Schedule 1 of all outstanding rights Assignment Date and obligations under the Credit Agreement. After giving effect to such sale and assignment, the Assignee’s Commitment and the amount of the Loans owing to the Assignor that are outstanding on the Assignment Date](1), but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee will hereby acknowledges receipt of a copy of the Loan Agreement. From and after the Assignment Date, (a) the Assignee shall be as set forth on Schedule 1a party to and be bound by the provisions of the Loan Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender under the Loan Documents and (b) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Loan Documents. This Assignment and Acceptance is being delivered to the Administrative Agent, together with (a) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.13(d) of the Loan Agreement, duly completed and executed by the Assignee, and (b) if the Assignee is not already a Lender under the Loan Agreement, an administrative questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor](2) shall pay the fee payable to the Administrative Agent pursuant to Section 10.07(b) of the Loan Agreement. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment (the “Assignment Date”): Delete inapplicable term(s). Delete inapplicable term(s).

FORM OF ASSIGNMENT AND ACCEPTANCE. THIS ASSIGNMENT AND ACCEPTANCE (this “Assignment and Acceptance”) is made and entered into as of [ ], by and between [name of assignor] (the “Assignor”) and [name of assignee] (the “Assignee”). Reference is made to the Amended and Restated Revolving Credit and Term Loan Agreement, dated as of February 13, 2007, as amended by that certain First Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of July 213, 2012 (2011, and as the same may be amended, restated, supplemented or otherwise modified from time to timetime and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by and among ZAYO GROUPTC PipeLines, LLCLP, a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectivelypartnership, the “Borrowers”), the Persons party thereto Lenders from time to time as Guarantors, the financial institutions party thereto from time to time as lender (the “Lenders”), SUNTRUST BANKand SunTrust Bank, as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility (in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”). The “Assignor” Issuing Bank and the “Assignee” referred to on Schedule 1 agree as follows: Swingline Lender. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor hereby sells and assigns assigns, without recourse, to the Assignee without recourseAssignee, and the Assignee hereby purchases and assumes assumes, without recourse, from the Assignor, an interest effective as of the Effective Date set forth below, the interests set forth below (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement as Agreement, including, without limitation, the interests set forth below in the Term Loan of the date hereof equal Assignor on the Assignment Date and the Revolving Commitment of the Assignor on the Assignment Date and the Revolving Loans owing to the percentage Assignor which are outstanding on the Assignment Date, together with the participations in the LC Exposure and the Swingline Exposure of the Assignor on the Assignment Date, but excluding accrued interest specified on Schedule 1 and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of all outstanding a copy of the Credit Agreement. From and after the Assignment Date, (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. After giving effect This Assignment and Acceptance is being delivered to such sale the Administrative Agent together with (i) any documentation required to be delivered by the Assignee pursuant to Section 2.20(e) of the Credit Agreement, duly completed and assignment, executed by the Assignee’s Commitment , and (ii) if the amount Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay the processing and recordation fee payable to the Administrative Agent pursuant to Section 10.4(b) of the Loans owing to the Assignee will be as set forth on Schedule 1Credit Agreement.

FORM OF ASSIGNMENT AND ACCEPTANCE. THIS ASSIGNMENT AND ACCEPTANCE (THIS “ASSIGNMENT AND ACCEPTANCE”) is made and entered into as of [_____] (the “Assignment Date”), by and between [name of assignor] (the “Assignor”) and [name of assignee] (the “Assignee”). Reference is made to that certain the Credit Agreement, dated as of July 2February 14, 2012 2020 (as amended, restated, supplemented or otherwise modified from time to timeamended and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by and among ZAYO GROUP, LLCGTY Technology Holdings Inc., a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectivelyMassachusetts corporation, the “Borrowers”), the Persons party thereto lenders from time to time as Guarantors, the financial institutions party thereto from time to time as lender (the “Lenders”)and Wilmington Trust, SUNTRUST BANKNational Association, as the Issuing Bank, SUNTRUST BANK, as Administrative Agent for such lenders. Terms defined in the Collateral Agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility (in such capacity, the “Term Facility Administrative Agent”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together Credit Agreement are used herein with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”)same meanings. The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: The Assignor hereby sells and assigns assigns, without recourse, to the Assignee without recourseAssignee, and the Assignee hereby purchases and assumes assumes, without recourse, from the Assignor, an interest effective as of the Effective Date set forth below, the interests set forth below (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement as Agreement, including, without limitation, the interests set forth below in the Term Loan of the date hereof equal Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Effective Date, (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the percentage interest specified on Schedule 1 extent of all outstanding the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. After giving effect This Assignment and Acceptance is being delivered to such sale the Administrative Agent together with (i) any documentation required to be delivered by the Assignee pursuant to Section 2.13(g) of the Credit Agreement, duly completed and assignment, executed by the Assignee’s Commitment , and (ii) if the amount Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 10.4(b) of the Loans owing to the Assignee will be as set forth on Schedule 1Credit Agreement.

FORM OF ASSIGNMENT AND ACCEPTANCE. Reference is made to that certain the Credit Agreement dated as of June 2, 2000 (as amended and in effect on the date hereof, the "Credit Agreement"), among Oneida Ltd., the Lenders named therein and The Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named on the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth on the reverse hereof, the interests set forth on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, dated as of July 2including, 2012 (as amended, restated, supplemented or otherwise modified from time to timewithout limitation, the “Credit Agreement”; capitalized terms used herein without definitions shall have interests set forth on the meanings ascribed thereto reverse hereof in the Commitment of the Assignor on the Assignment Date and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement). From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.15(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and among ZAYO GROUPconstrued in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date"): =========================================================================================================== Percentage Assigned of Facility/Commitment (set forth, LLC, a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), the Persons party thereto from time to time as Guarantors, the financial institutions party thereto from time to time as lender (the “Lenders”), SUNTRUST BANKat least 8 decimals, as a Principal Amount Assigned percentage of the Issuing Facility and the aggregate Commitments of all Lenders thereunder) Facility ----------------------------------------------------------------------------------------------------------- Commitment Assigned: $ % ----------------------------------------------------------------------------------------------------------- Revolving Loans: ----------------------------------------------------------------------------------------------------------- =========================================================================================================== The terms set forth above and on the reverse side hereof are hereby agreed to: [Name of Assignor], as Assignor By:_______________________________________ Name: Title: [Name of Assignee], as Assignee By: _______________________________________ Name: Title: The undersigned hereby consent to the within assignment: Oneida Ltd. The Chase Manhattan Bank, SUNTRUST BANKas Administrative Agent, By: ______________________________ By: ________________________________ Name: Name: Title: Title: The Chase Manhattan Bank, as as Swingline Lender, By: ______________________________ Name: Title: EXHIBIT B FORM OF OPINION OF COUNSEL FOR THE BORROWER June ___, 2000 To the Collateral AgentLenders and the Administrative Agent Referred to Below c/o The Chase Manhattan Bank, as Administrative Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ SENIOR FUNDING▇▇▇▇, INC.▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Dear Sirs: We have acted as special counsel for Oneida Ltd., as administrative agent for the Term Loan Facility a New York corporation (in such capacity, the “Term Facility Administrative Agent”"Borrower"), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together connection with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”). The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: The Assignor hereby sells and assigns to the Assignee without recourse, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement dated as of June ____, 2000 (the date hereof equal "Credit Agreement"), among Borrower, the banks and other financial institutions identified therein as Lenders, and The Chase Manhattan Bank, as Administrative Agent ("Administrative Agent"). Terms defined in the Credit Agreement are used herein with the same meanings. We also have acted as special counsel to Buffalo China, Inc., Encore Promotions, Inc. and THC Systems Inc. (individually, "Guarantor," and collectively, "Guarantors") in connection with the percentage interest specified on Schedule 1 negotiation, execution and delivery of all outstanding rights a Subsidiary Guarantee granted by each Guarantor and obligations under a Subordination Agreement entered into by Guarantors and Borrower with the Administrative Agent (the Credit Agreement. After giving effect to such sale and assignment, the Assignee’s Commitment Subsidiary Guarantees and the amount Subordination Agreement being hereinafter collectively referred to as the "Financing Documents"). We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. Upon the basis of the Loans owing to foregoing, we are of the Assignee will be as set forth on Schedule 1.opinion that:

FORM OF ASSIGNMENT AND ACCEPTANCE. This ASSIGNMENT AND ACCEPTANCE (this “Assignment and Acceptance”) is made and entered into as of [date to be supplied] (the “Assignment Date”), by and between [name of assignor] (the “Assignor”) and [name of assignee] (the “Assignee”). Reference is made to that certain the Amended and Restated Credit Agreement, dated as of July 2September 1, 2012 2011 (as amended, restated, supplemented or otherwise modified from time to timeamended and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by and among ZAYO GROUP, LLC, a Delaware limited liability company (the “Administrative Borrower”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), the Persons party thereto from time to time as Guarantors, the financial institutions party thereto from time to time as lender (the “Lenders”), SUNTRUST BANK, as the Issuing Bank, SUNTRUST BANK, as the Collateral Agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDINGFurniture Companies, INC.Inc., as administrative agent for the Term Loan Facility (in such capacitya Maryland corporation, the “Term Facility Administrative Agent”)other Credit Parties party thereto, the lenders from time to time party thereto and SUNTRUST BANKSunTrust Bank, as the administrative agent Administrative Agent for such lenders. Terms defined in the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together Credit Agreement are used herein with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”)same meanings. The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: The Assignor hereby sells and assigns assigns, without recourse, to the Assignee without recourseAssignee, and the Assignee hereby purchases and assumes assumes, without recourse, from the Assignor, an interest effective as of the Effective Date set forth below, the interests set forth below (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement as Agreement, including, without limitation, the interests set forth below in the Revolving Loan Commitment and Revolving Credit Exposure of the date hereof equal Assignor on the Assignment Date and the Loans owing to the percentage Assignor which are outstanding on the Assignment Date, together with, if applicable, the Letter of Credit Commitments of the Assignor on the Assignment Date, but excluding accrued interest specified on Schedule 1 and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of all outstanding a copy of the Credit Agreement. From and after the Effective Date, (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. After giving effect This Assignment and Acceptance is being delivered to such sale the Administrative Agent together with (i) any documentation required to be delivered by the Assignee pursuant to Section 2.18(e) of the Credit Agreement, duly completed and assignment, executed by the Assignee’s Commitment , and (ii) if the amount Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 11.5(b) of the Loans owing to the Assignee will be as set forth on Schedule 1Credit Agreement.

FORM OF ASSIGNMENT AND ACCEPTANCE. Reference is made to that certain the Credit Agreement, dated as of July 2September 1, 2012 2009 (as amended and in effect on the date hereof, the “Credit Agreement”), among HOME PROPERTIES, L.P., HOME PROPERTIES, INC., the Lenders party thereto, MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent for the Lenders, and the other parties thereto. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse against the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement and the other Loan Documents. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of the Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent and the Borrower together with, if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.15(e) of the Credit Agreement, duly completed and executed by the Assignee. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment (“Assignment Date”): Facility Amount Assigned Commitments thereunder) Commitment $ % Assigned: Revolving Loans: $ % The terms set forth above are hereby agreed to: [Name of Assignor], as Assignor By: Name: Title: [Name of Assignee], as Assignee By: Name: Title: The undersigned hereby consent to the within assignment:1 Home Properties, L.P. By: Home Properties, Inc., as General Partner By: Name: Title: 1 Consent to be included only if required by Section 9.04(b) of the Credit Agreement. THIS GUARANTY dated as of September 1, 2009 (this “Guaranty”), executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of Manufacturers and Traders Trust Company, as Administrative Agent (the “Agent”) for the Lenders (as defined below) under that certain Credit Agreement dated as of September 1, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definitions and not otherwise defined herein shall have the their respective defined meanings ascribed thereto given them in the Credit Agreement), by and among ZAYO GROUPHome Properties, LLC, a Delaware limited liability company L.P. (the “Administrative Borrower”), ZAYO CAPITALHome Properties, INC., a Delaware corporation Inc. (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectively, the “BorrowersCompany”), the Persons lenders party thereto from time to time as Guarantors, the financial institutions party thereto from time to time as lender and their assignees under Section 9.04. thereof (the “Lenders”), SUNTRUST BANKthe Agent and the other parties thereto, as for the benefit of the Agent, the Lenders and the Issuing Bank (the Agent, the Lenders and the Issuing Bank, SUNTRUST BANKtogether with their respective successors and assigns, as the Collateral Agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent for the Term Loan Facility (in such capacity, each individually a “Guarantied Party” and collectively the “Term Facility Administrative AgentGuarantied Parties”), and SUNTRUST BANK, as the administrative agent for the Revolving Loan Facility (in such capacity, the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, each, individually an “Administrative Agent” and, collectively, the “Administrative Agents”). The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: The Assignor hereby sells and assigns to the Assignee without recourse, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement as of the date hereof equal to the percentage interest specified on Schedule 1 of all outstanding rights and obligations under the Credit Agreement. After giving effect to such sale and assignment, the Assignee’s Commitment and the amount of the Loans owing to the Assignee will be as set forth on Schedule 1.