Common use of Additional Procedures Clause in Contracts

Additional Procedures. Once initiated by an Auction Notice, the Borrowers may withdraw a Dutch Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representative. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch Auction shall become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of Section 10.6(c) of the Second Lien Credit and Guaranty Agreement. The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch Auction will be determined by the Auction Manager, in consultation with the Borrowers, and the Auction Manager’s determination will be conclusive, absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the Borrowers, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the Restricted Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants

Additional Procedures. Once initiated by an Auction Notice, the Borrowers applicable Purchasing Borrower Party may withdraw a Dutch an Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as Purchase Offer only if no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representativeof withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall Purchase Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of in Section 10.6(c9.04(g) of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the applicable Purchasing Borrower Party is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly such Purchasing Borrower Party to the respective assigning Term Loan Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers applicable Purchasing Borrower Party shall execute each applicable Auction Affiliated Lender Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the Borrowersapplicable Purchasing Borrower Party, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. The Auction Manager’s interpretation of the terms and conditions of the Offer DocumentAuction Notice, in consultation with the Borrowersapplicable Purchasing Borrower Party, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowersapplicable Purchasing Borrower Party, the Restricted Subsidiaries Loan Parties or any of their respective Affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Auction Manager acting Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and 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 referred to below and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (a) all the Assignor’s rights and obligations in its capacity as such a Lender under a Dutch Auction shall be entitled the Credit Agreement and any other documents or instruments delivered pursuant thereto to the benefits extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the provisions Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of Sections 9, 10.2 action and 10.3 any other right of the Second Lien Credit and Guaranty Agreement to the same extent Assignor (in its capacity as if each reference therein to the “Administrative Agent” were a reference to the Auction ManagerLender) against any Person, each reference therein to the “Credit Documents” were a reference to the Offer Documentswhether known or unknown, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties arising under or in connection with each Dutch Auction. This Appendix C shall not require the Credit Agreement, any Borrower other documents or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate instruments delivered pursuant thereto or the loan transactions governed thereby or in any Dutch Auctionway based on or related to any of the foregoing, 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 (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsSuch sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Offeror may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, as of such time, no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such written notice from the Borrower RepresentativeLender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with by Offeror required by the provisions terms and conditions of Section 10.6(c) 11.2 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price for all each Term Loans Loan to be purchased in a Dutch Auction shall be paid in cash by the Borrowers Offeror directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers Offeror (which shall be no later than ten (10) 3 Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers due).4 Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersOfferor, and the Auction Manager’s which determination will be conclusive, absent manifest errorfinal and binding. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the BorrowersOfferor, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersOfferor, the Restricted Subsidiaries Loan Parties, or any of their Affiliates affiliates (whether contained in the Offer Documents or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Exhibit shall not require any Borrower or any Restricted Subsidiary Offeror to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Offeror may withdraw a Dutch an Auction by written notice to the Auction Manager auction manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager auction manager at or prior to the time the Auction Manager auction manager receives such written notice from the Borrower RepresentativeBorrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager auction manager may not be modified, revoked, terminated or cancelled; provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch an Auction shall become void if the Borrowers fail Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans set forth in, in Section 9.04(l) of the Credit Agreement or to otherwise comply with any of the provisions of such Section 10.6(c) of the Second Lien Credit and Guaranty Agreement9.04(l). The purchase price for all Term Loans purchased in a Dutch an Auction shall be paid in cash by the Borrowers Offeror directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager auction manager in consultation with the Borrowers Offeror (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Managerauction manager, in consultation with the BorrowersOfferor, and and, absent manifest error, the Auction Managerauction manager’s determination will be conclusive, absent final and binding. Absent manifest error. The Auction Manager, the auction manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the BorrowersOfferor, will be final and binding. None of the Administrative Agent, the Auction Managerauction manager, any other Agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries Credit Parties, or any of their Affiliates affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Immediately upon the consummation of an Auction pursuant to Section 9.04(l) of the Credit Agreement, the Term Loans subject to such Auction and all rights and obligations as a Lender related to such Term Loans shall for all purposes (including under the Credit Agreement, the other Credit Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect, and the Borrower shall neither obtain nor have any rights as a Lender under the Credit Agreement or under the other Credit Documents by virtue of the acquisition of any Term Loans subject to such Auction. The Auction Manager auction manager acting in its capacity as such under a Dutch an Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 Article 8 and 10.3 Section 9.05 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Managerauction manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager auction manager as reasonably requested by the Auction Manager auction manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Exhibit L shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers may withdraw a Dutch Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representative. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch Auction shall become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of Section 10.6(c) of the Second First Lien Credit and Guaranty Agreement. The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch Auction will be determined by the Auction Manager, in consultation with the Borrowers, and the Auction Manager’s determination will be conclusive, absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the Borrowers, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the Restricted Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second First Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND FIRST LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants

Additional Procedures. Once initiated by After delivery of an Auction Notice, the Borrowers applicable Purchasing Borrower Party may withdraw a Dutch an Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as Purchase Offer only if no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representativeof withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall Purchase Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of in Section 10.6(c) 2.23 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the applicable Purchasing Borrower Party is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly such Purchasing Borrower Party to the respective assigning Term Loan Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers applicable Purchasing Borrower Party shall execute each applicable Auction Affiliated Lender Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the Borrowersapplicable Purchasing Borrower Party, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 2.23 of the Credit Agreement or this Exhibit J. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the Borrowersapplicable Purchasing Borrower Party, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.23 of the Credit Agreement or this Exhibit J. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowersapplicable Purchasing Borrower Party, the Restricted Subsidiaries Loan Parties or any of their respective Affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Exhibit J shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. SCHEDULE 1.01 EXISTING LETTERS OF CREDIT Issuing Bank SBLC No. Expiry Date Beneficiary Name Outstanding Amount Bank of America, N.A 3126230 10/15/2013 Lytton Gateway, LLC $ 5,102,280.00 SCHEDULE 2.01 COMMITMENTS Term Commitment Term Lender Term Commitment JPMorgan Chase Bank, N.A. $ 315,000,000 Revolving Commitments Revolving Lender Revolving Commitments JPMorgan Chase Bank, N.A. $ 20,000,000 Bank of America, N.A. $ 15,000,000 Xxxxxxx Xxxxx Bank USA $ 10,000,000 SunTrust Bank $ 5,000,000 SCHEDULE 3.05(c) WEBSITES AND DOMAIN NAMES Domain Names Owned by a Loan Party XxxxxxXxxxxx.xxx, LLC • xxxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxxxxxxx.xxx • xxxxxxxxxxxx.xxx • xxxxxxxxxxx.xxx • xxxxxxxxxxx.xxx • xxxxxxxx.xxx • xxxxx.xx • xxxxxxxx.xxx • xxxxxxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxxxxxxxx.xxx • xxx.xx* • xxxxxxxxxxxx.xx • xxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxx.xxx • xxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxxxxxx.xxx • xxxxxx-xxxxxx.xxx • xxxxxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxx.xxx • xxxxxxxxxxxx.xxx • xxxxxxxxxxxx.xxx • xxxxxxxxxxxxx.xxx • xxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxx.xxx (blocking only) • xxxxxxxxxx0.xxx • xxxxxxxxxx0.xxx • xxxxxxxxxx0.xxx • xxxxxxxxxx0.xxx • xxxxxxxxxx0.xxx • xxxxxxxxxx0.xxx • xxxxxxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxxxxxxx.xxx • xxxxxxxxxxx.xxx • xxxxxxxxx.xxx • xxxxxxxxxxx.xxx • xxxxxxx-xxxxx.xxx • xxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxxxxxxxxxx.xxx • xxxxxxxxx.xx.xx • xxxxxxxxx.xxx • xxxxxxxxx.xx • xxxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxxxxx.xx • xxxxxxxx.xxx • xxxxxxxxx.xx • xxxxxxxxx.xx.xx • xxxxxxxxx.xxx • xxxxxxxxx.xx* • xxxxxxxxx.xxxx • xxxxxxxxx.xxx • xxxxxxxxx.xx • xxxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxx.xxxx • xxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxx.xx • xxxxxxxxx.xxx • xxxx-xxxxx.xxx • xxxxxxxxx.xx* • xxxxxxxxx.xxxx • xxxxxxxxx.xxx • xxxx-xxxxx.xxx • xxxxxxxx.xxx • xxxxxxxxxxx.xxx • xxxxxxxxxxx.xx* • xxxxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxx.xxx • xxxxxxx.xx* • xxxxxxxx.xxx Infinity Box Inc. • xxxxxxxxxxx.xxx • xxxxx.xxx • xxxxx.xxx • xxxxxxx.xxx • xxxxx.xx • xxxxx.xxx * Domain name in which beneficial ownership is held by a Loan Party, but legal title is held by a local presence provider (on behalf of the Loan Party) due to local domain name ownership requirements. Domain Names Used By or Assigned to a Loan Party (Not Owned) None. SCHEDULE 3.05(d) MORTGAGED PROPERTIES None. SCHEDULE 3.06 LITIGATION None. SCHEDULE 3.11A SUBSIDIARIES AND JOINT VENTURES Name of Subsidiary or Joint Venture (Jurisdiction of Organization) Owner of Equity Interest Percentage of Equity Interest Owned by such Owner Designated/ Excluded Subsidiary XxxxxxXxxxxx.xxx, LLC (Delaware) SurveyMonkey Inc. 100% Designated Infinity Box Inc. (Delaware) XxxxxxXxxxxx.xxx, LLC 100% Designated SurveyMonkey International Limited (Gibraltar, British Overseas Territory) XxxxxxXxxxxx.xxx, LLC 100% Excluded SurveyMonkey Luxembourg Sarl (Grand Duchy of Luxembourg) SurveyMonkey International Limited 100% Excluded SurveyMonkey Europe Sarl (Grand Duchy of Luxembourg) SurveyMonkey Luxembourg Sarl 100% Excluded SurveyMonkey Netherlands Coöperatief U.A. (Kingdom of Netherlands) SurveyMonkey Luxembourg Sarl 99.99% Excluded SurveyMonkey Netherlands Coöperatief U.A. (Kingdom of Netherlands) SurveyMonkey International Limited 0.01% Excluded SurveyMonkey Spain, S.L. (Kingdom of Spain) SurveyMonkey Netherlands Coöperatief U.A. 100% Excluded SurveyMonkey Spain, Sucursal em Portugal (Portuguese Republic) SurveyMonkey Spain, S.L. 100% Excluded SurveyMonkey Services Canada ULC (British Columbia, Canada) SurveyMonkey Spain, S.L. 100% Excluded SurveyMonkey Japan KK (Japan) SurveyMonkey Spain, S.L. 100% Excluded Clicktools Limited (England and Wales, United Kingdom) SurveyMonkey Spain, S.L. 49.9% Excluded Existing option, warrant, call, right, commitment or other agreement to which Holdings, the Borrower or any Restricted other Domestic Subsidiary to initiate is a party requiring, and any Dutch Auction, nor shall any Term Loan Lender be obligated to participate Equity Interests in any Dutch AuctionDomestic Subsidiary outstanding that upon exercise, conversion or exchange would require, the issuance by any Domestic Subsidiary of any additional Equity Interests or other securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Domestic Subsidiary: None. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post3.11B Equity Interests in Holdings Owned by each Major Stockholder Name of Major Stockholder Number of Equity Interest Owned Class of Equity Interest Percentage of Class of Equity Interest Owned in Holdings1 SM Investor LLC 12,641,657 Common Stock 14.20% Xxxx Capital Venture Fund 2007, L.P. 3,592,946 Common Stock 4.04% BCIP Venture Associates 510,219 Common Stock 0.57% BCIP Venture Associates-Closing CovenantsB 7,193 Common Stock 0.01% Tiger Global Private Investment Partners VI, L.P. 15,228,284 Common Stock 17.10% Tiger Global Private Investment Partners VII, L.P. 12,800,035 Common Stock 14.38% Trustees of the Metal Monkey Trust U/A/D January 26, 2011 201,726 Common Stock 0.23% Xxx Xxxxx 700,354 Common Stock 0.79% Xxxxxxx Xxxxxxxxx 21,930 Common Stock 0.02% TPG SM Holdings, L.P. 3,565,672 Series A Convertible Preferred Stock 97.32% MRS Trust 98,364 Series A Convertible Preferred Stock 2.68% ICQ Investments 6, LP 3,781,780 Common Stock 4.25% Xxxxxxx Xxxxxxxxxxxx & Xxxxxxxxx Xxx TTEES Hello Warrior Family Trust U/A/D 2/2/2009 268,968 Common Stock 0.30% Xxxx Xxxxxxx 67,242 Common Stock 0.08% The Makan Family Trust 67,242 Common Stock 0.08% Google Inc. 4,385,965 Common Stock 4.93% The Social+Capital Partners, L.P. 1,039,099 Common Stock 1.17% The Social+Capital Partnership Principals Fund, L.P. 276,690 Common Stock 0.31% Xxxxx Xxxxxxxx 5,043,151 Common Stock 5.66% 1 Calculated on a non-diluted basis Xxxxxxxx-Xxxxxxxx Family Trust 5,190,281 Common Stock 5.83 % Xxxxx X. Xxxxxxxx 2009 Annuity Trust 675,230 Common Stock 0.76 % The Xxxx Delaware Trust 661,414 Common Stock 0.74 % Xxxx Xxxxxxxx & Xxxxx Xxxxxxxx, Tenants by the Entirety 28,546 Common Stock 0.03 % SM Profits LLC 8,550,494 Common Stock 9.60 %

Additional Procedures. Once initiated by an Auction Notice, the Borrowers applicable Purchasing Borrower Party may withdraw a Dutch an Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as Purchase Offer only if no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representativeof withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall Purchase Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of in Section 10.6(c9.04(e) of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the applicable Purchasing Borrower Party is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly such Purchasing Borrower Party to the respective assigning Term Loan Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers applicable Purchasing Borrower Party shall execute each applicable Auction Affiliated Lender Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the Borrowersapplicable Purchasing Borrower Party, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 9.04(e) of the Credit Agreement or this Exhibit F. The Auction Manager’s interpretation of the terms and conditions of the Offer DocumentAuction Notice, in consultation with the Borrowersapplicable Purchasing Borrower Party, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 9.04(e) of the Credit Agreement or this Exhibit F. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowersapplicable Purchasing Borrower Party, the Restricted Subsidiaries Loan Parties or any of their respective Affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit F shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT G [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Auction Manager acting Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and 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 referred to below and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (a) all the Assignor’s rights and obligations in its capacity as such a Lender under a Dutch Auction shall be entitled the Credit Agreement and any other documents or instruments delivered pursuant thereto to the benefits extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the provisions Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of Sections 9, 10.2 action and 10.3 any other right of the Second Lien Credit and Guaranty Agreement to the same extent Assignor (in its capacity as if each reference therein to the “Administrative Agent” were a reference to the Auction ManagerLender) against any Person, each reference therein to the “Credit Documents” were a reference to the Offer Documentswhether known or unknown, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties arising under or in connection with each Dutch Auction. This Appendix C shall not require the Credit Agreement, any Borrower other documents or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate instruments delivered pursuant thereto or the loan transactions governed thereby or in any Dutch Auctionway based on or related to any of the foregoing, 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 (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsSuch sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Purchaser may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, as of such time, no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such written notice from the Borrower RepresentativeLender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Tranche B Term Loans set forth in, or to otherwise comply with by the provisions Purchaser required by the terms and conditions of Section 10.6(c10.06(i)(ii) of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price for all each purchase of Tranche B Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers Purchaser directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers Purchaser (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Purchaser shall execute each applicable Auction Affiliate Assignment and Acceptance Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Tranche B Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersPurchaser, and the Auction Manager’s which determination will be conclusive, final and binding absent manifest error. , so long as the determination is not inconsistent with the applicable terms of the Credit Agreement and this Exhibit K. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the BorrowersPurchaser, will be final and binding. binding absent manifest error, so long as the determination is not inconsistent with the applicable terms of the Credit Agreement and this Exhibit K. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersPurchaser, the Restricted Subsidiaries Credit Parties, or any of their Affiliates (whether contained in the Offer Documents or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction This Exhibit K shall be entitled not require the Purchaser to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien initiate any Auction. Annex A to Exhibit K to Credit and Guaranty Agreement AUCTION NOTICE [Hologic, Inc. Letterhead] Xxxxxxx Xxxxx Bank USA, as Auction Manager 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Attention: [ ] Fax No.: [ ] Email: [ ]@xx.xxx Re: Tranche B Term Loan Auction Ladies and Gentlemen: Reference is made to the same extent Credit and Guaranty Agreement, dated as if each reference therein of [ ], 2012 (as amended from time to time, the “Credit Agreement”), by and among Hologic, Inc., a Delaware corporation (“Borrower”), certain subsidiaries of Borrower, as guarantors, the lenders party thereto from time to time (the “Lenders”), Xxxxxxx Sachs Bank USA, X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Lead Bookrunners, Xxxxxxx Sachs Bank USA, as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., as Co-Syndication Agents. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Hologic, Inc. (the “Purchaser”) hereby gives notice to the “Administrative Agent” were Lenders that it desires to conduct the following Auction: • Auction Amount: $[ ] in principal amount of Tranche B Term Loans • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Tranche B Term Loans. The Purchaser acknowledges that this Auction Notice may not be withdrawn other than in accordance with the Auction Procedures. The Auction shall be consummated in accordance with the Auction Procedures with all Return Bids due no later than 1:00 p.m. (New York time) on [ ], 201[ ]. The Purchaser hereby represents and warrants that (i) it is not in possession of any information regarding Borrower, its Subsidiaries or its Affiliates, or their assets, Borrower’s ability to perform its Obligations or any other matter that may be material to a reference decision by any Lender to participate in any Auction or enter into any Affiliate Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to the Auction Manager, each reference therein Administrative Agent and the Non-Public Lenders and (ii) no Default or Event of Default has occurred and is continuing or would result from such repurchase. Very truly yours, HOLOGIC, INC. By: Name: Title: Annex B to Exhibit K to Credit and Guaranty Agreement RETURN BID Xxxxxxx Sachs Bank USA, as Auction Manager 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Attention: [ ] Fax No.: [ ] Email: [ ]@xx.xxx Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement, dated as of [ ], 2012 (as amended from time to time, the “Credit Documents” were Agreement”), by and among Hologic, Inc., a Delaware corporation (“Borrower”), certain subsidiaries of Borrower, as guarantors, the lenders party thereto from time to time (the “Lenders”), Xxxxxxx Xxxxx Bank USA, X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Lead Bookrunners, Xxxxxxx Xxxxx Bank USA, as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., as Co-Syndication Agents. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. The undersigned Lender hereby gives notice of its participation in the Auction by submitting the following Return Bid21: Reply Price (price per $1,000) Reply Amount (principal amount of Tranche B Term Loans) US$ US$ US$ US$ US$ US$ 21 Lender may submit up to three component bids but need not submit more than one. The sum of Lender’s bid(s) may not exceed the aggregate principal face amount of Tranche B Term Loans held by it as lender of record on the date of submission of its Return Bid. The undersigned Lender acknowledges that the submission of this Return Bid along with an executed Affiliate Assignment Agreement, to be held in escrow by the Auction Manager, obligates the Lender to sell the entirety or its pro rata portion of the Reply Amount in accordance with the Auction Procedures, as applicable. Very truly yours, [NAME OF LENDER] By: Name: Title: Annex C to Exhibit K to Credit and Guaranty Agreement AFFILIATE ASSIGNMENT AND ASSUMPTION AGREEMENT This Affiliate Assignment and Assumption Agreement (this “Assignment”) is dated as of the Affiliate Assignment Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and Hologic, Inc., a Delaware Corporation (the “Assignee”). Capitalized 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 as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Offer DocumentsAssignee, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate 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 Affiliate Assignment Effective Date inserted by the Auction Manager as reasonably requested by contemplated in the Auction Manager Procedures, (i) all of the Assignor’s rights and obligations in order its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to enable it the extent related to perform the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the Tranche B Term Loans facility (including without limitation any guarantees thereof), 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 responsibilities and duties capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with each Dutch Auction. This Appendix C shall not require the Credit Agreement, any Borrower other documents or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate instruments delivered pursuant thereto or the loan transactions governed thereby or in any Dutch Auctionway 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”). SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsSuch sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Borrower may withdraw a Dutch Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as Purchase Offer only if no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representativeof withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch Auction shall Purchase Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of in Section 10.6(c) 2.23 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the Borrower is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly Borrower to the respective assigning Term Loan Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans or Other Term Loans that are the subject of a Dutch Auction Purchase Offer will be determined by the Auction Manager, in consultation with the BorrowersBorrower, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 2.23 of the Credit Agreement or this Exhibit B. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the BorrowersBorrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.23 of the Credit Agreement or this Exhibit B. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective its Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries Loan Parties, or any of their Affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Exhibit B shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch AuctionPurchase Offer. EXHIBIT C FORM OF GUARANTEE AND COLLATERAL AGREEMENT (See Attached) Exhibit C to the Credit Agreement FORM OF GUARANTEE AND COLLATERAL AGREEMENT dated as of [ ], nor shall any Term Loan Lender be obligated to participate in any Dutch Auction2010, among SMURFIT-STONE CONTAINER CORPORATION (formerly known as Smurfit-Stone Container Enterprises, Inc.), THE SUBSIDIARIES PARTIES HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent THIS COLLATERAL AGREEMENT IS SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH AMONG SMURFIT-STONE CONTAINER CORPORATION, A DELAWARE CORPORATION (FORMERLY KNOWN AS SMURFIT-STONE CONTAINER ENTERPRISES, INC.), THE OTHER SUBSIDIARIES OF SMURFIT-STONE CONTAINER CORPORATION PARTY THERETO, JPMORGAN CHASE BANK, N.A., IN ITS CAPACITY AS ADMINISTRATIVE AGENT FOR, AND ACTING ON BEHALF OF, THE TERM LOAN CREDIT SECURED PARTIES REFERRED TO THEREIN, DEUTSCHE BANK AG NEW YORK BRANCH, IN ITS CAPACITY AS COLLATERAL AGENT FOR, AND ACTING ON BEHALF OF, THE REVOLVING CREDIT SECURED PARTIES REFERRED TO THEREIN AND EACH PERMITTED NOTES AGENT THAT FROM TIME TO TIME BECOMES A PARTY THERETO AS MORE FULLY SET FORTH IN SECTION 7.16 HEREOF. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsTABLE OF CONTENTS ARTICLE I Definitions

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Purchaser may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, as of such time, no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such written notice from the Borrower RepresentativeLender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; cancelled by a Lender, provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with by the provisions Purchaser required by the terms and conditions of Section 10.6(c10.6(i) of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price for all each purchase of Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers Purchaser directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers Purchaser (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Purchaser shall execute each applicable Auction Affiliate Assignment and Acceptance Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersPurchaser, and the Auction Manager’s which determination will be conclusivefinal and binding, absent manifest error. , so long as such determination is not inconsistent with the applicable terms of the Credit Agreement or this Exhibit J. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the BorrowersPurchaser, will be final and binding. , absent manifest error, so long as such determination is not inconsistent with the applicable terms of the Credit Agreement or this Exhibit J. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersPurchaser, the Restricted Subsidiaries Credit Parties, or any of their Affiliates (whether contained in the Offer Documents or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit J shall not require the Purchaser to initiate any Auction. Annex A to Exhibit J to Credit and Guaranty Agreement AUCTION NOTICE [Letterhead of relevant Credit Party that is purchasing Term Loans] Xxxxxxx Xxxxx Bank USA, as Auction Manager 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Facsimile: 000-000-0000 Attention: Xxxxxxxxx Xxxxxx Re: Loan Auction Ladies and Gentlemen: Reference is made to that certain Credit and Guaranty Agreement, dated as of February 8, 2012 (as amended from time to time, the “Credit Agreement”), by and among Tronox Pigments (Netherlands) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and having its registered office address at Xxxxxxxxx 000, Xxxxxxxxx 0, (0000XX), Xxxxxxxxx, Xxx Xxxxxxxxxxx, registered with the trade register of the chamber of commerce in Amsterdam, The Netherlands under number 34132341 (“Borrower”), Tronox Incorporated, a Delaware corporation (“US Holdings”), certain Subsidiaries of Holdings, as guarantors, the lenders party thereto from time to time (the “Lenders”), Xxxxxxx Xxxxx Bank USA, as administrative agent, collateral agent and syndication agent, and the other agents named therein. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. [insert relevant Credit Party that is purchasing Term Loans] (the “Purchaser”) hereby gives notice to the Lenders that it desires to conduct the following Auction: • Auction Amount: $[ ] in principal amount of Term Loans20 • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Term Loans. The Purchaser acknowledges that this Auction Notice may not be withdrawn other than in accordance with the Auction Procedures. The Auction shall be consummated in accordance with the Auction Procedures with all Return Bids due no later than 1:00 p.m. (New York time) on [ ]. The Purchaser hereby represents and warrants as of the date hereof that (i) it is not in possession of any information regarding Holdings, Borrower or its Subsidiaries, or their assets, Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Affiliate Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to [the Auction Manager] Administrative Agent and the Non-Public Lenders, (ii) no Event of Default has occurred and is continuing or would result from such repurchase, (iii) Borrower will not use the proceeds of any Revolving Loans or any proceeds under any Alternative Facility to acquire such Term Loans and (iv) Excess Availability shall equal or exceed $50,000,000 both before and after giving effect to the consummation of the purchases contemplated hereby. Very truly yours, [INSERT RELEVANT CREDIT PARTY THAT IS PURCHASING TERM LOANS] By: Name: Title: 20 Modify, as appropriate, to: “$[ ] maximum cash value to be paid for all tendered Term Loans” Annex B to Exhibit J to Credit and Guaranty Agreement RETURN BID Xxxxxxx Sachs Bank USA, as Auction Manager acting 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Facsimile: 000-000-0000 Attention: Xxxxxxxxx Xxxxxx Ladies and Gentlemen: Reference is made to that certain Credit and Guaranty Agreement, dated as of February 8, 2012 (as amended from time to time, the “Credit Agreement”), by and among Tronox Pigments (Netherlands) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and having its registered office address at Xxxxxxxxx 000, Xxxxxxxxx 0, (0000XX), Xxxxxxxxx, Xxx Xxxxxxxxxxx, registered with the trade register of the chamber of commerce in Amsterdam, The Netherlands under number 34132341 (“Borrower”), Tronox Incorporated, a Delaware corporation (“US Holdings”), certain Subsidiaries of Holdings, as guarantors, the lenders party thereto from time to time (the “Lenders”), Xxxxxxx Sachs Bank USA, as administrative agent, collateral agent and syndication agent, and the other agents named therein. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. The undersigned Lender hereby gives notice of its participation in the Auction by submitting the following Return Bid21: Reply Price (price per $1,000) Reply Amount (principal amount of Term Loans) US$ US$ US$ US$ US$ US$ The undersigned Lender acknowledges that the submission of this Return Bid along with an executed Affiliate Assignment Agreement, to be held in escrow by the Auction Manager, obligates the Lender to sell the entirety or its pro rata portion of the Reply Amount in accordance with the Auction Procedures, as applicable. Very truly yours, [Name of Lender] By: Name: Title: 21 Lender may submit up to three component bids but need not submit more than one. The sum of Lender’s bid(s) may not exceed the aggregate principal face amount of Term Loans held by it as lender of record on the date of submission of its Return Bid. Annex C to Exhibit J to Credit and Guaranty Agreement AFFILIATE ASSIGNMENT AND ASSUMPTION AGREEMENT This Affiliate Assignment and Assumption Agreement (this “Assignment”) is dated as of the Affiliate Assignment Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [NAME OF HOLDINGS, BORROWER OR RELEVANT SUBSIDIARY/AFFILIATED LENDER] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended, supplemented or otherwise modified from time to time, 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 (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment 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 Affiliate Assignment Effective Date [in the case of an Auction: inserted by the Auction Manager as contemplated in the Auction Procedures], (i) all of the Assignor’s rights and obligations in its capacity as such a Lender under a Dutch Auction shall be entitled the Credit Agreement and any other documents or instruments delivered pursuant thereto to the benefits extent related to the amount and percentage interest identified below of all of the provisions Assignor’s outstanding rights and obligations under the respective facilities identified below (including without limitation any letters of Sections 9credit, 10.2 guarantees, and 10.3 swingline loans 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 Second Lien Credit and Guaranty Agreement to the same extent Assignor (in its capacity as if each reference therein to the “Administrative Agent” were a reference to the Auction ManagerLender) against any Person, each reference therein to the “Credit Documents” were a reference to the Offer Documentswhether known or unknown, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties arising under or in connection with each Dutch Auction. This Appendix C shall not require the Credit Agreement, any Borrower other documents or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate instruments delivered pursuant thereto or the loan transactions governed thereby or in any Dutch Auctionway 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”). SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsSuch sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Borrower may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, (i) as of such time, no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from (ii) the Borrower Representativehas failed to meet a condition set forth in Section 2.21 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with of any applicable Class by the provisions Borrower required by the terms and conditions of Section 10.6(c) 2.21 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the Borrower is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly Borrower to the respective assigning Term Loan Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans of each applicable Class that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersBorrower, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 2.21 of the Credit Agreement or this Exhibit K. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the BorrowersBorrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.21 of the Credit Agreement or this Exhibit K. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries Loan Parties, or any of their Affiliates affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Exhibit K shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants.

Additional Procedures. Once initiated by an Auction NoticeThe Company has established additional procedures in order to assist the Company in the administration of this Policy, to facilitate compliance with laws prohibiting xxxxxxx xxxxxxx while in possession of material non-public information and to avoid the Borrowers may withdraw a Dutch Auction by written notice appearance of any impropriety. Individuals and entities subject to our quarterly or event-specific trading restrictions as described below, including directors, officers, and employees of the Auction Manager no later than 24 hours before the original Expiration Time so long Company or one of its subsidiaries, as no Qualifying Bids well as their respective Family Members and Controlled Entities, as such individuals have been received designated and notified by the Auction Manager at or prior our General Counsel, are referred to the time the Auction Manager receives such written notice from the Borrower Representative. Any Return Bid (including any component bid thereof) delivered to the Auction Manager herein as “Designated Persons.” Pre-Clearance Procedures Designated Persons may not engage in any transaction in Company Securities without first obtaining pre-clearance of the transaction in writing from our General Counsel, who must consult with the Chairman of the Board (or, if the Chairman of the Board proposes to make any transaction in Company Securities, then a member of the Audit Committee of the Board) on any request for pre-clearance. A request for pre-clearance should be modified, revoked, terminated or cancelled; provided that a Term Loan Lender may modify a Return Bid submitted to our General Counsel in writing at any time prior least three business days in advance of the proposed transaction. Our General Counsel will make every effort to the Expiration Time solely respond to reduce the Reply Price included in such Return Bidrequests as quickly and expeditiously as possible. However, our General Counsel is not obligated to approve a Dutch Auction shall become void if transaction submitted for pre-clearance, and he or she may determine not to permit the Borrowers fail trade. If our General Counsel proposes to satisfy one or more make any transaction in Company Securities, then our Chief Executive Officer (who must consult with the Chairman of the conditions Board and with assistance from counsel other than our General Counsel) will be responsible for pre-clearing or denying the proposed trade in accordance with the procedures outlined herein. If a request for pre-clearance is denied, then the individual who made the request should refrain from initiating any transaction in Company Securities and should not inform any other person of the restriction. If a request for pre-clearance is approved, then the individual who made the request has three business days to affect the transaction (or, if sooner, before commencement of a quarterly or event-driven Blackout Period). In the case of a pre-clearance for a 10b5-1 Plan, the plan must be established within seven business days (or, if sooner, before commencement of a quarterly or event-driven Blackout Period). When a request for pre-clearance is made, the requestor should carefully consider whether he or she may be aware of any material non-public information about the Company and should describe fully those circumstances when requesting pre-clearance. To facilitate the process, the Company has prepared the pre-clearance form attached to this Policy as Exhibit A. You are encouraged to complete and provide the pre-clearance form to our General Counsel when requesting pre- clearance. You remain obligated to timely submit pre-clearance requests in writing, however, should you choose not to complete and return the pre-clearance form attached to this Policy. Under no circumstance may a person trade or initiate a 10b5-1 Plan while aware of material non-public information about the Company, even if pre-cleared. Thus, if you become aware of material non-public information after receiving pre-clearance, but before the trade has been executed or the 10b5-1 Plan has been initiated, then you must not affect the pre-cleared transaction or initiate the pre-cleared plan. Quarterly Trading Restrictions Designated Persons must not trade Company Securities during certain periods (“Blackout Periods”) closely related to the purchase preparation and announcement of Term Loans set forth in, or to otherwise comply with the provisions of Section 10.6(c) of the Second Lien Credit and Guaranty Agreementour earnings. The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch Auction will be determined by the Auction ManagerOur General Counsel, in consultation with the Borrowersour Chief Executive Officer and Chief Financial Officer, and the Auction Manager’s determination will determine which employees will be conclusivesubject to these quarterly trading restrictions and notify such Designated Persons that they are subject to the restrictions. Our Blackout Periods include: • with respect to our first fiscal quarter, absent manifest error. The Auction Manager’s interpretation the Blackout Period will begin on the 20th calendar day of March and end after two full business days have passed after the public release of our earnings results for the first quarter; • with respect to our second fiscal quarter, the Blackout Period will begin on the 20th calendar day of June and after two full business days have passed after the public release of our earnings results for the second quarter; • with respect to our third fiscal quarter, the Blackout Period will begin on the 20th calendar day of September and end after two full business days have passed after the public release of our earnings results for the third quarter; and • with respect to our fourth fiscal quarter, the Blackout Period will begin on the 15th calendar day of December and end on the third business day following the date of the terms and conditions public release of the Offer Document, in consultation with the Borrowers, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility our earnings results for the accuracy or completeness of fourth quarter. Under very limited circumstances, a person (other than our directors and Section 16 officers) subject to this restriction may be permitted to trade during a Blackout Period, but only if our General Counsel concludes that the information concerning the Borrowers, the Restricted Subsidiaries or any of their Affiliates contained person does not in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such fact possess material non-public information. The Auction Manager acting Persons wishing to trade during a Blackout Period must contact our General Counsel for approval at least three business days in its capacity advance of any proposed transaction involving Company Securities, as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenantsdescribed above.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Borrower may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, (i) as of such time, no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from (ii) the Borrower Representativehas failed to meet a condition set forth in Section 2.24 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with of any applicable Class by the provisions Borrower required by the terms and conditions of Section 10.6(c) 2.24 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the Borrower is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly Borrower to the respective assigning Term Loan Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans of each applicable Class that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersBorrower, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 2.24 of the Credit Agreement or this Exhibit C. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the BorrowersBorrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.24 of the Credit Agreement or this Exhibit C. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries Loan Parties, or any of their Affiliates affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix Exhibit C shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Borrower may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, as of such time, no Qualifying Bids have Bid has been received by the Auction Manager or the Borrower has failed, or in good faith believes it will fail, to satisfy one or more of the conditions set forth in Section 2.19 of the Agreement which are required to be met at or prior the time which otherwise would have been the time of purchase of the Term Loans pursuant to the time the respective Auction. Furthermore, in connection with any Auction Manager receives with respect to particular Term Loans, upon submission by a Term Lender of a Return Bid, such written notice from the Borrower RepresentativeTerm Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of the applicable Term Loans set forth in, or to otherwise comply with by the provisions Borrower required by the terms and conditions of Section 10.6(c) 2.19 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the Borrower is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly Borrower to the respective assigning Term Loan Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersBorrower, and the Auction Manager’s their determination will be conclusive, absent manifest errorfinal and binding so long as such determination is not inconsistent with the terms of Section 2.19 of the Agreement or this Schedule. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the BorrowersBorrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 2.19 of the Agreement or this Schedule. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries other Loan Parties, or any of their Affiliates affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Schedule shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall Auction or the Agent or any Term Loan Lender be obligated Agent-Related Person to participate in any Dutch Auctionact as Auction Manager. SCHEDULE 5.22 TO SECOND LIEN CREDIT 6.07 ERISA None. SCHEDULE 6.12 ENVIRONMENTAL MATTERS None. SCHEDULE 6.14 CAPITALIZATION; SUBSIDIARIES AND GUARANTY AGREEMENT Post-Closing CovenantsMINORITY INTERESTS

Additional Procedures. Once initiated by an Auction Notice, Holdings or the Borrowers applicable Subsidiary may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, as of such time, no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives Manager. Furthermore, in connection with any Auction, upon submission by a Term Lender of a Return Bid, such written notice from the Borrower RepresentativeTerm Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, by Holdings or to otherwise comply with the provisions applicable Subsidiary required by the terms and conditions of Section 10.6(c10.6(g)(iii) of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price for all Term Loans purchased in a Dutch respect of each Auction shall be paid in cash by Holdings or the Borrowers applicable Subsidiary directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with Holdings or the Borrowers applicable Subsidiary (which shall be no later than ten (10) Business Days or such longer period as may be agreed after the date Return Bids are due), along with accrued and unpaid interest (if any) on . Holdings or the applicable Term Loans up to the settlement date. The Borrowers Subsidiary shall execute each applicable Auction Affiliate Assignment and Acceptance Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with Holdings or the Borrowersapplicable Subsidiary, and the Auction Manager’s which determination will be conclusive, absent manifest errorfinal and binding. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with Holdings or the Borrowersapplicable Subsidiary, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersHoldings or any of its Subsidiaries, the Restricted Subsidiaries each other Loan Party, or any of their Affiliates affiliates (whether contained in the Offer Documents or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in This Exhibit J shall not require Holdings or any of its capacity Subsidiaries to initiate any Auction. NOTICE OF TERM LOAN BORROWING April [ ], 2011 Barclays Bank PLC, as such under a Dutch Auction shall be entitled Administrative Agent for the Term Lenders party to the benefits of the provisions of Sections 9, 10.2 Credit Agreement referred to below Attention: Ladies and 10.3 of the Second Lien Credit and Guaranty Agreement Gentlemen: The undersigned refers to the same extent Credit Agreement dated as if each reference therein of April 7, 2011 (as amended, supplemented or otherwise modified from time to the “Administrative Agent” were a reference to the Auction Managertime, each reference therein to the “Credit Documents” were a reference Agreement”), among Wesco Holdings, Inc., Wesco Aircraft Hardware Corp., as the Borrower, the several banks and other financial institutions or entities from time to time parties to the Offer DocumentsCredit Agreement as lenders, Bank of America, N.A., as Syndication Agent, Barclays Bank PLC, as Administrative Agent, Collateral Agent and Documentation Agent, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“MLPFS”), Key Bank, N.A. and Barclays Capital (“Barclays Capital”), the Auction Notice investment banking division of Barclays Bank PLC, as Joint Lead Arrangers, and Auction Assignment MLFPS, Barclays Capital, X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx Senior Funding, Inc., Sumitomo Mitsui Banking Corporation and Acceptance and each reference therein to Royal Bank of Canada, as Joint Bookrunners. Terms defined in the Credit Agreement are used herein as defined therein. The undersigned hereby requests a Term Loan borrowing under the Credit Agreement (the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager Proposed Borrowing”), as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenantsfollows:

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Purchasing Borrower may withdraw a Dutch Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as Purchase Offer only if no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representativeof withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch Auction shall Purchase Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of in Section 10.6(c) 2.24 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the Purchasing Borrower is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly Purchasing Borrower to the respective assigning Term Loan Lender on a settlement date as determined jointly by the Purchasing Borrower and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Purchasing Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch Auction Purchase Offer will be determined by the Auction Manager, in consultation with the BorrowersPurchasing Borrower, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 2.24 of the Credit Agreement or this Exhibit G. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the BorrowersPurchasing Borrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.24 of the Credit Agreement or this Exhibit G. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective its Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the Restricted Subsidiaries Loan Parties, or any of their Affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit G shall not require the Borrowers to initiate any Purchase Offer. EXHIBIT H FORM OF REVOLVING LOAN NOTE [ ] [ ], [ ] FOR VALUE RECEIVED, the undersigned, QUAD/GRAPHICS, INC., a Wisconsin corporation (the “U.S. Borrower”), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of [LENDER] (the “Lender”) the aggregate unpaid principal amount of all [U.S.] [Canadian] Tranche Revolving Loans made by the Lender to the U.S. Borrower pursuant to the Credit Agreement (as defined below) on the Revolving Loan Maturity Date or on such earlier date as may be required by the terms of the Credit Agreement. Capitalized terms used herein and not otherwise defined herein are as defined in the Credit Agreement. The Auction Manager acting undersigned U.S. Borrower promises to pay interest on the unpaid principal amount of each [U.S.] [Canadian] Tranche Revolving Loan made to it from the date of such [U.S.] [Canadian] Tranche Revolving Loan until such principal amount is paid in its capacity full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due and payable at such times and on such dates as set forth in the Credit Agreement. At the time of each [U.S.] [Canadian] Tranche Revolving Loan, and upon each payment or prepayment of principal of each [U.S.] [Canadian] Tranche Revolving Loan, the Lender shall make a notation either on the schedule attached hereto and made a part hereof, or in such Lender’s own books and records, in each case specifying the amount of such Revolving Loan, the respective Interest Period thereof (in the case of Eurodollar Borrowing) or the amount of principal paid or prepaid with respect to such [U.S.] [Canadian] Tranche Revolving Loan, as applicable; provided that the failure of the Lender to make any such recordation or notation shall not affect the Secured Obligations of the undersigned U.S. Borrower hereunder or under a Dutch Auction shall be the Credit Agreement. This Note is one of the promissory notes referred to in, and is entitled to the benefits of, that certain Credit Agreement dated as of April 23, 2010 by and among the U.S. Borrower, [7345933 Canada Inc.][World Color Press Inc.], the financial institutions from time to time parties thereto as Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement, among other things, (i) provides for the making of [U.S.] [Canadian] Tranche Revolving Loans by the Lender to the undersigned U.S. Borrower from time to time not to exceed an amount at any time outstanding of such Lender’s [U.S.][Canadian] Tranche Revolving Commitment, the indebtedness of the undersigned U.S. Borrower resulting from each such Revolving Loan to it being evidenced by this Note, and (ii) contains provisions of Sections 9, 10.2 and 10.3 for acceleration of the Second Lien Credit maturity hereof upon the happening of certain stated events and Guaranty Agreement also for prepayments of the principal hereof prior to the same extent as if each reference maturity hereof upon the terms and conditions therein specified. This Note is secured by the Collateral Documents. Reference is hereby made to the “Administrative Agent” were Collateral Documents for a description of the collateral thereby mortgaged, warranted, bargained, sold, released, conveyed, assigned, transferred, pledged and hypothecated, the nature and extent of the security for this Note, the rights of the holder of this Note, the rights of the Agents in respect of such security and otherwise. Demand, presentment, protest and notice of nonpayment and protest is hereby waived by the U.S. Borrower. Whenever in this Note reference is made to Agents, the Lender or the U.S. Borrower, such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Note shall be binding upon and shall inure to the Auction Managerbenefit of said successors and assigns. The U.S. Borrower’s successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession of or for the U.S. Borrower. This Note shall be construed in accordance with and governed by the laws of the State of New York. QUAD/GRAPHICS, INC. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OR PREPAYMENTS Date Amount of Loan Interest Period/Rate Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By FORM OF REVOLVING LOAN NOTE [ ] [ ], [ ] FOR VALUE RECEIVED, the undersigned, [7345933 CANADA INC.][WORLD COLOR PRESS INC.], a Canadian corporation (the “Canadian Borrower”), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of [LENDER] (the “Lender”) the aggregate unpaid principal amount of all Canadian Tranche Revolving Loans made by the Lender to the Canadian Borrower pursuant to the Credit Agreement (as defined below) on the Revolving Loan Maturity Date or on such earlier date as may be required by the terms of the Credit Agreement. Capitalized terms used herein and not otherwise defined herein are as defined in the Credit Agreement. The undersigned Canadian Borrower promise to pay interest on the unpaid principal amount of each reference therein Canadian Tranche Revolving Loan made to it from the date of such Canadian Tranche Revolving Loan until such principal amount is paid in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due and payable at such times and on such dates as set forth in the Credit Agreement. At the time of each Canadian Tranche Revolving Loan, and upon each payment or prepayment of principal of each Canadian Tranche Revolving Loan, the Lender shall make a notation either on the schedule attached hereto and made a part hereof, or in such Lender’s own books and records, in each case specifying the amount of such Canadian Tranche Revolving Loan, the respective Interest Period thereof (in the case of Eurodollar Borrowing or BA Rate Borrowing) or the amount of principal paid or prepaid with respect to such Canadian Tranche Revolving Loan, as applicable; provided that the failure of the Lender to make any such recordation or notation shall not affect the Secured Obligations of the undersigned Canadian Borrower hereunder or under the Credit Agreement. This Note is one of the promissory notes referred to in, and is entitled to the benefits of, that certain Credit Agreement dated as of April 23, 2010 by and among Quad/Graphics, Inc., the Canadian Borrower, the financial institutions from time to time parties thereto as Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent. (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement, among other things, (i) provides for the making of Canadian Tranche Revolving Loans by the Lender to the undersigned Canadian Borrower from time to time not to exceed an amount at any time outstanding of such Lender’s Canadian Tranche Revolving Commitment, the indebtedness of the undersigned Canadian Borrower resulting from each such Revolving Loan to it being evidenced by this Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof prior to the maturity hereof upon the terms and conditions therein specified. This Note is secured by the Collateral Documents” were . Reference is hereby made to the Collateral Documents for a description of the collateral thereby mortgaged, warranted, bargained, sold, released, conveyed, assigned, transferred, pledged and hypothecated, the nature and extent of the security for this Note, the rights of the holder of this Note, the rights of the Agents in respect of such security and otherwise. Demand, presentment, protest and notice of nonpayment and protest is hereby waived by the Canadian Borrower. Whenever in this Note reference is made to Agents, the Lender or the Canadian Borrower, such reference shall be deemed to include, as applicable, a reference to the Offer Documents, the Auction Notice their respective successors and Auction Assignment assigns. The provisions of this Note shall be binding upon and Acceptance and each reference therein shall inure to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenantsbenefit of said successors and

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Borrower may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, (i) as of such time, no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from (ii) the Borrower Representativehas failed to meet a condition set forth in Section 2.25 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with of any applicable Class by the provisions Borrower required by the terms and conditions of Section 10.6(c) 2.25 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the Borrower is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly Borrower to the respective assigning Term Loan Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans of each applicable Class that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersBorrower, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 2.25 of the Credit Agreement or this Exhibit F. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the BorrowersBorrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.25 of the Credit Agreement or this Exhibit F. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries Loan Parties, or any of their Affiliates affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit F shall not require the Borrower to initiate any Auction. EXHIBIT G [Reserved] EXHIBIT H FORM OF [TERM][REVOLVING] NOTE $[ ] New York, New York [Date] FOR VALUE RECEIVED, CenturyLink, Inc. hereby promises to pay to [LENDER] or its registered assigns (the “Lender”), in lawful money of the United States of America in immediately available funds, to the Administrative Agent’s payment office initially located at [ ] on the [Term][Revolving] Facility Maturity Date (as defined in the Agreement) the principal sum of [ ] DOLLARS ($[ ]) or, if less, the unpaid principal amount of all [Term][Revolving Facility] Loans (as defined in the Agreement) made by the Lender pursuant to the Agreement, payable at such times and in such amounts as are specified in the Agreement. The Auction Manager acting Borrower also promises to pay interest on the unpaid principal amount of each [Term] [Revolving Facility] Loan made by the Lender in its capacity like money at said office from the date hereof until paid at the rates and at the times provided in Section 2.13 of the Agreement. This Note is one of the Notes referred to in Section 2.09(e) of the Credit Agreement, dated as such under of June 19, 2017, and as Amended and Restated as of January [ ], 2020, among CenturyLink, Inc., a Dutch Auction shall be Louisiana corporation, as Borrower, the lenders from time to time party thereto (including the Lender), the issuing banks from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent and Swingline Lender (as amended, restated, modified and/or supplemented from time to time, the “Agreement”) and is entitled to the benefits thereof and of the other Loan Documents (as defined in the Agreement). This Note is secured in accordance with the Security Documents (as defined in the Agreement) and is entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of Guarantees (as defined in the Second Lien Credit and Guaranty Agreement Agreement) provided by the Guarantors (as defined in the Agreement) pursuant to the same extent as if each reference therein Loan Documents. As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the “Administrative Agent” were a reference [Term] [Revolving] Facility Maturity Date, in whole or in part, and [Term] [Revolving Facility] Loans may be converted from one Type (as defined in the Agreement) into another Type to the Auction Managerextent provided in the Agreement. In case an Event of Default (as defined in the Agreement) shall occur and be continuing, each reference therein the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE AGREEMENT. THIS NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EXHIBIT I FORM OF PERFECTION CERTIFICATE [See Attached] Exhibit I PERFECTION CERTIFICATE Reference is hereby made to (i) that certain Collateral Agreement dated as of October 13, 2017 (the “Collateral Agreement”), among the Guarantors party thereto (collectively, the “Guarantors”) and Bank of America, N.A., as the collateral agent (in such capacity, the “Collateral Agent”) and (ii) that certain Credit Agreement, dated as of June 19, 2017, and as Amended and Restated as of January [ ], 2020 (the “Credit Documents” were a reference to Agreement”), among CenturyLink Inc., as Borrower, certain other parties thereto and Bank of America, N.A., as Administrative Agent, Collateral Agent and Swingline Lender. Capitalized terms used but not defined herein have the Offer Documents, meanings assigned in the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsCredit Agreement.

Additional Procedures. Once initiated by After delivery of an Auction Notice, the Borrowers applicable Purchasing Borrower Party may withdraw a Dutch an Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as Purchase Offer only if no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representativeof withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall Purchase Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of in Section 10.6(c9.04(e) of the Second Lien Credit and Guaranty AgreementLoan Agreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the applicable Purchasing Borrower Party is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly such Purchasing Borrower Party to the respective assigning Term Loan Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers applicable Purchasing Borrower Party shall execute each applicable Auction Affiliated Lender Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the Borrowersapplicable Purchasing Borrower Party, and the Auction Manager’s their determination will be conclusive, absent manifest errorfinal and binding so long as such determination is not inconsistent with the terms of Section 9.04(e) of the Loan Agreement or this Exhibit H-1. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the Borrowersapplicable Purchasing Borrower Party, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 9.04(e) of the Loan Agreement or this Exhibit H-1. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowersapplicable Purchasing Borrower Party, the Restricted Subsidiaries Loan Parties or any of their respective Affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit H-1 shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H-2 [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (as amended, the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Auction Manager acting Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as 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 Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as such a Lender under a Dutch Auction shall be entitled the Loan Agreement and any other documents or instruments delivered pursuant thereto to the benefits extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the provisions Assignor under the facility identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of Sections 9, 10.2 action and 10.3 any other right of the Second Lien Credit and Guaranty Agreement to the same extent Assignor (in its capacity as if each reference therein to the “Administrative Agent” were a reference to the Auction ManagerLender) against any Person, each reference therein to the “Credit Documents” were a reference to the Offer Documentswhether known or unknown, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties arising under or in connection with each Dutch Auction. This Appendix C shall not require the Loan Agreement, any Borrower other documents or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate instruments delivered pursuant thereto or the loan transactions governed thereby or in any Dutch Auctionway based on or related to any of the foregoing, 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 pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsSuch sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Purchaser may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, as of such time, no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such written notice from the Borrower RepresentativeLender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; cancelled by a Lender, provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with by the provisions Purchaser required by the terms and conditions of Section 10.6(c10.6(i) of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price for all each purchase of Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers Purchaser directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers Purchaser (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Purchaser shall execute each applicable Auction Affiliate Assignment and Acceptance Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersPurchaser, and the Auction Manager’s which determination will be conclusivefinal and binding, absent manifest error. , so long as such determination is not inconsistent with the applicable terms of the Credit Agreement or this Exhibit J. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the BorrowersPurchaser, will be final and binding. , absent manifest error, so long as such determination is not inconsistent with the applicable terms of the Credit Agreement or this Exhibit J. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersPurchaser, the Restricted Subsidiaries Credit Parties, or any of their Affiliates (whether contained in the Offer Documents or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit J shall not require the Purchaser to initiate any Auction. Annex A to Exhibit J to Credit and Guaranty Agreement AUCTION NOTICE [Letterhead of relevant Credit Party that is purchasing Term Loans] Xxxxxxx Xxxxx Bank USA, as Auction Manager 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Facsimile: 000-000-0000 Attention: Xxxxxxxxx Xxxxxx Re: Loan Auction Ladies and Gentlemen: Reference is made to that certain Credit and Guaranty Agreement, dated as of February 8, 2012 (as amended prior to March 19, 2013, as amended and restated pursuant to that certain Second Amendment to Credit and Guaranty Agreement, dated as of March 19, 2013, and as otherwise amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), by and among Tronox Pigments (Netherlands) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and having its registered office address at Xxxxxxxxx 000, Xxxxxxxxx 0, (0000XX), Xxxxxxxxx, Xxx Xxxxxxxxxxx, registered with the trade register of the chamber of commerce in Amsterdam, The Netherlands under number 34132341 (“Borrower”), Tronox Limited (ACN 153 348 111), an Australian public limited company incorporated in the Commonwealth of Australia (“Holdings”), certain Subsidiaries of Holdings, as guarantors, the lenders party thereto from time to time (the “Lenders”), Xxxxxxx Xxxxx Bank USA, as administrative agent and collateral agent, Xxxxxxx Sachs Bank USA, UBS Securities LLC, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as joint lead arrangers, joint bookrunners and co-syndication agents, and the other agents named therein. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. [insert relevant Credit Party that is purchasing Term Loans] (the “Purchaser”) hereby gives notice to the Lenders that it desires to conduct the following Auction: • Auction Amount: $[ ] in principal amount of Term Loans1 • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Term Loans. The Purchaser acknowledges that this Auction Notice may not be withdrawn other than in accordance with the Auction Procedures. The Auction shall be consummated in accordance with the Auction Procedures with all Return Bids due no later than 1:00 p.m. (New York time) on [ ]. The Purchaser hereby represents and warrants as of the date hereof that (i) it is not in possession of any information regarding Holdings, Borrower or its Subsidiaries, or their assets, Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Affiliate Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to [the Auction Manager], Administrative Agent and the Non-Public Lenders, (ii) no Event of Default has occurred and is continuing or would result from such repurchase, (iii) Borrower will not use the proceeds of any Revolving Loans or any proceeds under any Alternative Facility to acquire such Term Loans and (iv) Excess Availability shall equal or exceed $50,000,000 both before and after giving effect to the consummation of the purchases contemplated hereby. Very truly yours, 1 Modify, as appropriate, to: “$[ ] maximum cash value to be paid for all tendered Term Loans” [INSERT RELEVANT CREDIT PARTY THAT IS PURCHASING TERM LOANS] By: Name: Title: Annex B to Exhibit J to Credit and Guaranty Agreement RETURN BID Xxxxxxx Xxxxx Bank USA, as Auction Manager acting 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Facsimile: 000-000-0000 Attention: Xxxxxxxxx Xxxxxx Ladies and Gentlemen: Reference is made to that certain Credit and Guaranty Agreement, dated as of February 8, 2012 (as amended prior to March 19, 2013, as amended and restated pursuant to that certain Second Amendment to Credit and Guaranty Agreement, dated as of March 19, 2013, and as otherwise amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), by and among Tronox Pigments (Netherlands) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and having its registered office address at Xxxxxxxxx 000, Xxxxxxxxx 0, (0000XX), Xxxxxxxxx, Xxx Xxxxxxxxxxx, registered with the trade register of the chamber of commerce in Amsterdam, The Netherlands under number 34132341 (“Borrower”), Tronox Limited (ACN 153 348 111), an Australian public limited company incorporated in the Commonwealth of Australia (“Holdings”), certain Subsidiaries of Holdings, as guarantors, the lenders party thereto from time to time (the “Lenders”), Xxxxxxx Xxxxx Bank USA, as administrative agent and collateral agent, Xxxxxxx Sachs Bank USA, UBS Securities LLC, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as joint lead arrangers, joint bookrunners and co-syndication agents, and the other agents named therein. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. The undersigned Lender hereby gives notice of its participation in the Auction by submitting the following Return Bid1: Reply Price (price per $1,000) Reply Amount (principal amount of Term Loans) US$ US$ US$ US$ US$ US$ The undersigned Lender acknowledges that the submission of this Return Bid along with an executed Affiliate Assignment Agreement, to be held in escrow by the Auction Manager, obligates the Lender to sell the entirety or its pro rata portion of the Reply Amount in accordance with the Auction Procedures, as applicable. Very truly yours, [Name of Lender] By: Name: Title: 1 Lender may submit up to three component bids but need not submit more than one. The sum of Lender’s bid(s) may not exceed the aggregate principal face amount of Term Loans held by it as lender of record on the date of submission of its Return Bid. Annex C to Exhibit J to Credit and Guaranty Agreement AFFILIATE ASSIGNMENT AND ASSUMPTION AGREEMENT This Affiliate Assignment and Assumption Agreement (this “Assignment”) is dated as of the Affiliate Assignment Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [NAME OF HOLDINGS, BORROWER OR RELEVANT SUBSIDIARY/AFFILIATED LENDER] (the “Assignee”). Capitalized 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 (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment 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 Affiliate Assignment Effective Date [in the case of an Auction: inserted by the Auction Manager as contemplated in the Auction Procedures], (i) all of the Assignor’s rights and obligations in its capacity as such a Lender under a Dutch Auction shall be entitled the Credit Agreement and any other documents or instruments delivered pursuant thereto to the benefits extent related to the amount and percentage interest identified below of all of the provisions Assignor’s outstanding rights and obligations under the respective facilities identified below (including without limitation any letters of Sections 9credit, 10.2 guarantees, and 10.3 swingline loans 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 Second Lien Credit and Guaranty Agreement to the same extent Assignor (in its capacity as if each reference therein to the “Administrative Agent” were a reference to the Auction ManagerLender) against any Person, each reference therein to the “Credit Documents” were a reference to the Offer Documentswhether known or unknown, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties arising under or in connection with each Dutch Auction. This Appendix C shall not require the Credit Agreement, any Borrower other documents or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate instruments delivered pursuant thereto or the loan transactions governed thereby or in any Dutch Auctionway 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”). SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsSuch sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers applicable Purchasing Borrower Party may withdraw a Dutch an Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as Purchase Offer only if no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representativeof withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall Purchase Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of in Section 10.6(c9.04(e) of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the applicable Purchasing Borrower Party is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly such Purchasing Borrower Party to the respective assigning Term Loan Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers applicable Purchasing Borrower Party shall execute each applicable Auction Affiliated Lender Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the Borrowersapplicable Purchasing Borrower Party, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 9.04(e) of the Credit Agreement or this Exhibit G. The Auction Manager’s interpretation of the terms and conditions of the Offer DocumentAuction Notice, in consultation with the Borrowersapplicable Purchasing Borrower Party, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 9.04(e) of the Credit Agreement or this Exhibit G. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowersapplicable Purchasing Borrower Party, the Restricted Subsidiaries Loan Parties or any of their respective Affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Auction Manager acting Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and 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 referred to below and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (a) all the Assignor’s rights and obligations in its capacity as such a Lender under a Dutch Auction shall be entitled the Credit Agreement and any other documents or instruments delivered pursuant thereto to the benefits extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the provisions Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of Sections 9, 10.2 action and 10.3 any other right of the Second Lien Credit and Guaranty Agreement to the same extent Assignor (in its capacity as if each reference therein to the “Administrative Agent” were a reference to the Auction ManagerLender) against any Person, each reference therein to the “Credit Documents” were a reference to the Offer Documentswhether known or unknown, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties arising under or in connection with each Dutch Auction. This Appendix C shall not require the Credit Agreement, any Borrower other documents or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate instruments delivered pursuant thereto or the loan transactions governed thereby or in any Dutch Auctionway based on or related to any of the foregoing, 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 (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsSuch sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers applicable Purchasing Borrower Party may withdraw a Dutch an Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as Purchase Offer only if no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representativeof withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that canceled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall Purchase Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of in Section 10.6(c) 2.24 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by such Purchasing Borrower Party is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly such Purchasing Borrower Party to the respective assigning Term Loan Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers applicable Purchasing Borrower Party shall execute each applicable Auction Affiliated Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the Borrowersapplicable Purchasing Borrower Party, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 2.24 of the Second Lien Credit Agreement or this Exhibit C. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the Borrowersapplicable Purchasing Borrower Party, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.24 of the Second Lien Credit Agreement or this Exhibit C. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowersapplicable Purchasing Borrower Party, the Restricted Subsidiaries Loan Parties, or any of their Affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix Exhibit C shall not require any Purchasing Borrower or any Restricted Subsidiary Party to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch AuctionAuction Purchase Offers. SCHEDULE 5.22 TO EXHIBIT D [FORM OF] SECOND LIEN CREDIT GUARANTEE AND GUARANTY COLLATERAL AGREEMENT Post-Closing CovenantsTHIS SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) is entered into as of August 20, 2013, among TRINET HR CORPORATION, a California corporation (the “Borrower”), TRINET GROUP, INC., a Delaware corporation (“Holdings”), and the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, individually a “Grantor”, and collectively the “Grantors”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as administrative agent and collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Reference is made to the Second Lien Credit Agreement dated as of August 20, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, the Lenders party thereto and Wilmington Trust, National Association, as administrative agent. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Loan Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

Additional Procedures. Once initiated by After delivery of an Auction Notice, the Borrowers applicable Purchasing Borrower Party may withdraw a Dutch an Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as Purchase Offer only if no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representativeof withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall Purchase Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of in Section 10.6(c9.04(e) of the Second Lien Credit and Guaranty AgreementLoan Agreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the applicable Purchasing Borrower Party is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly such Purchasing Borrower Party to the respective assigning Term Loan Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers applicable Purchasing Borrower Party shall execute each applicable Auction Affiliated Lender Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the Borrowersapplicable Purchasing Borrower Party, and the Auction Manager’s their determination will be conclusive, absent manifest errorfinal and binding so long as such determination is not inconsistent with the terms of Section 9.04(e) of the Loan Agreement or this Exhibit H-1. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the Borrowersapplicable Purchasing Borrower Party, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 9.04(e) of the Loan Agreement or this Exhibit H-1. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowersapplicable Purchasing Borrower Party, the Restricted Subsidiaries Loan Parties or any of their respective Affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit H-1 shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (as amended, the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Auction Manager acting Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as 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 Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as such a Lender under a Dutch Auction shall be entitled the Loan Agreement and any other documents or instruments delivered pursuant thereto to the benefits extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the provisions Assignor under the facility identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of Sections 9, 10.2 action and 10.3 any other right of the Second Lien Credit and Guaranty Agreement to the same extent Assignor (in its capacity as if each reference therein to the “Administrative Agent” were a reference to the Auction ManagerLender) against any Person, each reference therein to the “Credit Documents” were a reference to the Offer Documentswhether known or unknown, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties arising under or in connection with each Dutch Auction. This Appendix C shall not require the Loan Agreement, any Borrower other documents or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate instruments delivered pursuant thereto or the loan transactions governed thereby or in any Dutch Auctionway based on or related to any of the foregoing, 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 pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsSuch sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers may withdraw a Dutch Borrower must, in accordance with Section 2.12(g)(iii) of the Credit Agreement, terminate any Auction by written notice Prepayment Offer if it reasonably believes that it will fail to satisfy one or more of the Auction Manager no later than 24 hours before conditions set forth in Section 2.12(g)(ii) of the original Expiration Time so long as no Qualifying Bids Credit Agreement which are required to be met at the time which otherwise would have been received by the Auction Manager at or prior to the time the of prepayment of Term Loans pursuant to such Auction Manager receives such written notice from the Borrower RepresentativePrepayment Offer. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall Prepayment Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans prepayment set forth in, or to otherwise comply in Section 2.12 of the Credit Agreement are not met. The Borrower shall pay the aggregate purchase price in respect of all Qualifying Bids for which prepayment by the Borrower is required in accordance with the foregoing provisions of Section 10.6(c) to the Administrative Agent for the account of the Second Lien Credit and Guaranty Agreement. The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers directly to the respective assigning Term Loan Lender applicable Lenders not later than 2:00 p.m. on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction Prepayment Offer will be determined by the Auction Manager, in consultation with the BorrowersBorrower, and the Auction Manager’s their determination will be conclusivefinal and binding so long as such determination is not inconsistent with the terms of Section 2.12(g) of the Credit Agreement or this Exhibit C, absent manifest erroras determined by the Auction Manager in good faith. The Auction Manager’s interpretation of the terms and conditions of the Offer DocumentAuction Notice, in consultation with the BorrowersBorrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 2.12(g) of the Credit Agreement or this Exhibit C, as determined by the Auction Manager in good faith. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the Restricted Subsidiaries Parent or any of their its Affiliates (whether contained in the Offer Documents an Auction Notice or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix Exhibit C shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch AuctionAuction Prepayment Offer. Auction Procedures EXHIBIT D FORM OF BORROWING REQUEST / INTEREST ELECTION REQUEST Date: ___________, nor shall any Term Loan _____ To: Truist Bank, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of December 1, 2022 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among EVERTEC, Inc., a Puerto Rican corporation (“Parent”), EVERTEC Group, LLC, a Puerto Rican limited liability company (the “Borrower”), the Lenders and L/C Issuers party thereto from time to time, and Truist Bank, as Administrative Agent, Collateral Agent, Swingline Lender be obligated to participate in any Dutch Auctionand an L/C Issuer. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsThe undersigned hereby requests (select one): ☐ A Borrowing of [Revolving Facility][Term A][Term B] Loans ☐ A conversion or continuation of [Revolving Facility][Term A][Term B] Loans

Additional Procedures. Once initiated by an Auction Notice, the Borrowers may withdraw a Dutch Borrower must, in accordance with Section 2.12(g)(iii) of the Credit Agreement, terminate any Auction by written notice Prepayment Offer if it reasonably believes that it will fail to satisfy one or more of the Auction Manager no later than 24 hours before conditions set forth in Section 2.12(g)(ii) of the original Expiration Time so long as no Qualifying Bids Credit Agreement which are required to be met at the time which otherwise would have been received by the Auction Manager at or prior to the time the of prepayment of Term Loans pursuant to such Auction Manager receives such written notice from the Borrower RepresentativePrepayment Offer. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall Prepayment Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans prepayment set forth in, or to otherwise comply in Section 2.12 of the Credit Agreement are not met. The Borrower shall pay the aggregate purchase price in respect of all Qualifying Bids for which prepayment by the Borrower is required in accordance with the foregoing provisions of Section 10.6(c) to the Administrative Agent for the account of the Second Lien Credit and Guaranty Agreement. The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers directly to the respective assigning Term Loan Lender applicable Lenders not later than 2:00 p.m. on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction Prepayment Offer will be determined by the Auction Manager, in consultation with the BorrowersBorrower, and the Auction Manager’s their determination will be conclusivefinal and binding so long as such determination is not inconsistent with the terms of Section 2.12(g) of the Credit Agreement or this Exhibit C, absent manifest erroras determined by the Auction Manager in good faith. The Auction Manager’s interpretation of the terms and conditions of the Offer DocumentAuction Notice, in consultation with the BorrowersBorrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 2.12(g) of the Credit Agreement or this Exhibit C, as determined by the Auction Manager in good faith. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the Restricted Subsidiaries Parent or any of their its Affiliates (whether contained in the Offer Documents an Auction Notice or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix Exhibit C shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch AuctionAuction Prepayment Offer.D - 2 Exhibit D FORM OF BORROWING REQUEST/ INTEREST RATE REQUEST Date: ___________, nor shall any Term Loan _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 27, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among EVERTEC, Inc., a Puerto Rican corporation (“Parent”), EVERTEC Group, LLC, a Puerto Rican limited liability company (the “Borrower”), the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swingline Lender be obligated to participate in any Dutch Auctionand L/C Issuer. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsThe undersigned hereby requests (select one): A Borrowing of [Revolving Facility][Term A][Term B] Loans A conversion or continuation of [Revolving Facility][Term A][Term B] Loans

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Affiliate Purchaser may withdraw a Dutch an Auction by written notice to only in the Auction Manager event that, as of such time, no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have Return Bid has been received by the applicable Auction Manager at Manager, provided that the Affiliate Purchaser’s obligation to purchase Term Loans from any Lender shall be conditioned on (i) such Lender making the representations and warranties set forth in the Affiliate Purchaser Assignment Agreement and (ii) there being no pending actions, suits or prior proceedings pending or threatened in writing that seek to the time the Auction Manager receives enjoin such written notice from the Borrower RepresentativeAuction. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the applicable Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with by the provisions Affiliate Purchaser required by the terms and conditions of Section 10.6(c11.6(h) of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price for all Term Loans purchased in a Dutch Auction each Affiliate Purchaser Loan Purchase shall be paid in cash directly by the Borrowers Affiliate Purchaser, in each case directly to the respective assigning Term Loan Lender on a settlement date as determined by the applicable Auction Manager Agent in consultation with the Borrowers Borrower (which shall be no later than ten five (105) Business Days after the date Return Bids are due). Annex A to Exhibit L AUCTION NOTICE [Affiliate Purchaser Letterhead] [Auction Manager] Attention: [ ] Fax No.: [ ] Email: [ ] Re: Loan Auction Ladies and Gentlemen: Reference is made to that certain Third Amended and Restated Credit Agreement, along dated as of March 17, 2011 (as amended from time to time, the “Credit Agreement”), by and among MetroPCS Wireless, Inc., the lenders party thereto from time to time, JPMorgan Chase Bank, N.A, as administrative agent, and the other agents named therein. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. [NAME OF ASSIGNOR] (the “Purchaser”) hereby gives notice to the Lenders that it desires to conduct the following Auction: • Auction Amount: $[ ] • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Term Loans. The Purchaser acknowledges that this Auction Notice may not be withdrawn other than in accordance with accrued and unpaid interest the Auction Procedures. The Auction shall be consummated in accordance with the Auction Procedures with each Return Bid due by 1:00 p.m. (if anyNew York time) on [ ]. Very truly yours, [NAME OF ASSIGNOR] By: Name: Annex B to Exhibit L RETURN BID [Auction Manager] Attention: [ ] Fax No.: [ ] Email: [ ] Ladies and Gentlemen: Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of March 17, 2011 (as amended from time to time, the applicable Term Loans up “Credit Agreement”), by and among MetroPCS Wireless, Inc., the lenders party thereto from time to time, JPMorgan Chase Bank, N.A, as administrative agent, and the settlement dateother agents named therein. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. The Borrowers shall execute each applicable undersigned Lender hereby gives notice of its participation in the Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to by submitting the form following Return Bid:1 Reply Price (price per $1,000) Reply Amount US$ US$ US$ US$ US$ US$ The purchase price of documents and validity and eligibility of any Term Loans that are assigned pursuant to an Affiliate Purchaser Assignment Agreement is requested to be disbursed to the subject undersigned Lender’s account with (Account No. ). The undersigned Lender acknowledges that the submission of a Dutch Auction will this Return Bid along with an executed Affiliate Purchaser Assignment Agreement, to be determined held in escrow by the Auction Manager, obligates the Lender to sell the entirety or its pro rata portion of the Reply Amount in consultation accordance with the BorrowersAuction Procedures, as applicable. Very truly yours, [Name of Lender] By: Name: Title: 1 Lender may submit up to [three] component bids but need not submit more than one. The sum of Lender’s bid(s) may not exceed the aggregate principal face amount of Term Loans held by it. Annex C to Exhibit L to Credit Agreement AFFILIATE PURCHASER ASSIGNMENT AND ACCEPTANCE This Affiliate Purchaser Assignment and Acceptance (the “Assignment”) is dated as of the Affiliate Purchaser Assignment Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [NAME OF ASSIGNOR] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Auction Manager’s determination will be conclusiveAssignee hereby irrevocably purchases and assumes from the Assignor, absent manifest error. The Auction Manager’s interpretation subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the terms and conditions of the Offer Document, in consultation with the Borrowers, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the Restricted Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Affiliate Purchaser Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with Effective Date inserted by the Auction Manager as reasonably requested contemplated in the Auction Procedures, Assignor’s interest in and to all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the facility identified below (the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsAssignor.

Additional Procedures. (i) Once initiated by an Auction Notice, the Borrowers may withdraw a Dutch Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representative. Any Return Bid (including any component bid thereof) delivered to the Auction Manager Party may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender will be modified, revoked, terminated obligated to sell the entirety or cancelled; provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce its allocable portion of the Reply Price included in such Return BidAmount, as the case may be, at the Applicable Price. However(ii) To the extent not expressly provided for herein, a Dutch Auction shall become void if the Borrowers fail to satisfy one or more of the conditions to the each purchase of Term Loans set forth in, or pursuant to otherwise comply an Auction shall be consummated pursuant to procedures consistent with the provisions of Section 10.6(c) of the Second Lien Credit and Guaranty Agreement. The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers directly to the respective assigning Term Loan Lender on a settlement date as determined this definition, established by the Auction Manager Agent acting in consultation with its reasonable discretion and as reasonably agreed by the Borrowers Lead Borrower. (which shall be no later than ten (10iii) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers shall execute each applicable Auction Assignment and Acceptance received in In connection with any Auction, the Lead Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a Qualifying Bid. All questions as condition to any Auction, the form payment of documents customary fees and validity and eligibility of Term Loans that are the subject of a Dutch Auction will be determined expenses by the Auction Manager, Party in consultation with connection therewith as agreed between the Borrowers, Auction Party and the Auction Manager’s determination will Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be conclusive, absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the Borrowers, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the Restricted Subsidiaries or any of their Affiliates contained in the Offer Documents delivered or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference provided to the Auction Manager, each reference therein Agent (or its delegate) shall be deemed to the “Credit Documents” were a reference to the Offer Documents, have been given upon the Auction Notice and Auction Assignment and Acceptance and each reference therein Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the “Transactions” were a reference to opening of business on the transactions contemplated hereby next Business Day. (v) The Lead Borrower and the Administrative Agent shall cooperate with Lenders acknowledge and agree that the Auction Manager as reasonably requested Agent may perform any and all of its duties under this definition by itself or through any Affiliate of the Auction Agent and expressly consent to any such delegation of duties by the Auction Manager in order Agent to enable it such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to perform this Agreement shall apply to each Affiliate of the Auction Agent and its responsibilities and duties respective activities in connection with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants-35- #96942867v160458181 #96942867v1

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Buyback Party may not withdraw an Auction if (a) any Return Bids have been received containing a Dutch Reply Discount within the Discount Range and (b) the conditions to the repurchase set forth in Section 1.21 of the Credit Agreement are met; provided, however, that the Buyback Party may extend any Auction by prior to the Expiration Date upon written notice to the Auction Manager no later than Administrative Agent at least 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time Expiration Time (an “Extension”). An Extension may be for a period not in excess of five (5) Business Days after the Auction Manager receives Expiration Date and the Buyback Party may only make three Extensions per Auction. In connection with any Auction, upon submission by a Lender of a Return Bid, such written notice from the Borrower RepresentativeLender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager Administrative Agent may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch Auction shall become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of Section 10.6(c) of the Second Lien Credit and Guaranty AgreementLender. The purchase price for all each Term Loans purchased Loan repurchased in a Dutch an Auction shall be paid in cash by the Borrowers directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with Administrative Agent and the Borrowers Buyback Party (which shall be no later than ten (10) five Business Days after the date Return Bids are due), along with accrued or as otherwise reasonably agreed by the Administrative Agent and unpaid interest (if any) on the applicable Term Loans up to the settlement dateBuyback Party). The Borrowers Buyback Party shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to Notwithstanding the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch Auction will be determined by the Auction Managerforegoing, in consultation with the Borrowers, these procedures and the terms of an Auction Manager’s determination will may be conclusive, absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the Borrowers, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent amended or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the Restricted Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and modified by the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by Borrower’s consent (including the economic terms of the Auction Manager if no Lenders have validly tendered Term Loans requested in order an Auction Notice, but excluding the economic terms of an Auction after any Lender has validly tendered Term Loans requested in an Auction Notice, other than to enable it raise the high end of the Discount Range); provided, further, that no such amendments or modifications may be implemented after 24 hours prior to perform its responsibilities and duties in connection with each Dutch Auctionthe Expiration Time. This Appendix C Exhibit I shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants1

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Borrower may withdraw a Dutch an Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as only if (i) no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from of withdrawal or (ii) the Borrower Representativehas failed, or believes in good faith that it will fail, to satisfy one or more of the conditions set forth in Section 4.15 of the Term Loan Agreement that are required to be met at the time that otherwise would have been the time of purchase of Term Loans of the applicable Class pursuant to such Auction. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of in Section 10.6(c) 4.15 of the Second Lien Credit and Guaranty AgreementTerm Loan Agreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the Borrower is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly Borrower to the respective assigning Term Loan Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are duedue with respect to such Auction), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of each applicable Class of Term Loans that are the subject of a Dutch an Auction will be reasonably determined by the Auction Manager, in consultation with the BorrowersBorrower, and the Auction Manager’s its determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 4.15 of the Term Loan Agreement or this Exhibit I. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the BorrowersBorrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 4.15 of the Term Loan Agreement or this Exhibit I. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries Credit Parties, or any of their Affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The In the event that the Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to is not the benefits Administrative Agent, at the request of the provisions of Sections 9Auction Manager or the Borrower, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with provide reasonable assistance to the Auction Manager as reasonably requested by and the Auction Manager in order Borrower with respect to enable it the posting and/or disseminating of any information to perform its responsibilities and duties in connection with each Dutch Auctionthe Lenders required hereby. This Appendix C Exhibit I shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any . Schedule 1 Initial Term Loan Commitment Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsInitial Term Loan Commitment Share Xxxxx Fargo Bank, National Association $ 550,000,000 100 % Schedule 7.1 Jurisdictions of Organization and Qualification Entity Jurisdiction of Formation Foreign Qualification Jurisdiction FTS International, Inc. Delaware Arkansas Colorado Kansas Mississippi New Mexico New York North Dakota Pennsylvania South Dakota Texas West Virginia FTS International Services, LLC Texas Alabama Arkansas Colorado Illinois Kansas Kentucky Louisiana Mississippi Missouri New Mexico New York North Dakota Ohio Oklahoma Pennsylvania South Dakota Utah West Virginia Wisconsin Wyoming Entity Jurisdiction of Formation Foreign Qualification Jurisdiction FTS International Manufacturing, LLC Texas Arkansas Colorado Kansas Kentucky Louisiana Mississippi New Mexico New York North Dakota Ohio Oklahoma Pennsylvania South Dakota Utah West Virginia FTS International Ventures I, LLC Delaware N/A FTS International Ventures II, LLC Delaware N/A FTS International Netherlands I C.V. Netherlands N/A FTS International Netherlands II C.V. Netherlands N/A FTS International Netherlands, LLC Delaware N/A FTS International Netherlands Coöperatief U.A. Netherlands N/A FTS International Netherlands B.V. Netherlands N/A Schedule 7.2 Subsidiaries and Capitalization Entity Owner Jurisdiction of Entity Class of Equity Authorized Shares Outstanding Shares Percentage Ownership Restricted (Y/N) FTS International Services, LLC FTS International, Inc. Texas Membership interest N/A N/A 100% Yes FTS International Manufacturing, LLC FTS International Services, LLC Texas Membership interest N/A N/A 100% Yes FTS International Ventures I, LLC FTS International Services, LLC Delaware Membership interest N/A N/A 100% No FTS International Ventures II, LLC FTS International Services, LLC Delaware Membership interest N/A N/A 100% No FTS International Netherlands I C.V. FTS International Ventures I, LLC Netherlands Membership interest N/A N/A 99% General Partner No FTS International Ventures II, LLC Membership interest N/A N/A 1% Limited Partner FTS International Netherlands II C.V. FTS International Netherlands I C.V. Netherlands Membership interest N/A N/A 99% General Partner No FTS International Ventures II, LLC Membership interest N/A N/A 1% Limited Partner FTS International Netherlands, LLC FTS International Netherlands II C.V. Delaware Membership interest N/A N/A 100% No Entity Owner Jurisdiction of Entity Class of Equity Authorized Shares Outstanding Shares Percentage Ownership Restricted (Y/N) FTS International Netherlands Coöperatief U.A. FTS International Netherlands II C.V. Netherlands Membership interest N/A N/A 99% No FTS International Netherlands, LLC Membership interest N/A N/A 1% FTS International Netherlands B.V. FTS International Netherlands Coöperatief U.A. Netherlands Membership interest N/A N/A 100% No Schedule 9.1

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Purchaser may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, as of such time, no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such written notice from the Borrower RepresentativeLender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans, Incremental Term Loans set forth inor Refinancing Term Loans, or to otherwise comply with as applicable, by the provisions Purchaser required by the terms and conditions of Section 10.6(c) 2.19 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price for all each purchase of Term Loans, Incremental Term Loans purchased in a Dutch Auction or Refinancing Term Loans, as applicable, shall be paid in cash by the Borrowers Purchaser directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers Purchaser (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Purchaser shall execute each applicable Auction Affiliate Assignment and Acceptance Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans, Incremental Term Loans or Refinancing Term Loans, as applicable, that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersPurchaser, and the Auction Manager’s which determination will be conclusive, absent manifest errorfinal and binding. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the BorrowersPurchaser, will be final and binding. None of the Term Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersPurchaser, the Restricted Subsidiaries Loan Parties, or any of their Affiliates (whether contained in the Offer Documents or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction This Exhibit L shall be entitled not require the Purchaser to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien initiate any Auction. Annex A to Exhibit L to Credit and Guaranty Agreement AUCTION NOTICE [Foresight Energy LLC Letterhead] [ · ], as Auction Manager Address: [ ] Attention: [ ] Fax No.: [ ] Email: [ ] Re: Loan Auction Ladies and Gentlemen: Reference is made to the same extent that certain Credit and Guaranty Agreement, dated as if each reference therein of March 28, 2017 (as amended from time to the “Administrative Agent” were a reference to the Auction Managertime, each reference therein to the “Credit Documents” were Agreement”), among FORESIGHT ENERGY LLC, a reference Delaware limited liability company (“Borrower”), the lenders party thereto from time to time (the “Lenders”), The Huntington National Bank, as Facilities Administrative Agent and Lord Securities Corporation, as Term Administrative Agent. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Borrower hereby gives notice to the Offer Documents, Lenders that it desires to conduct the following Auction: · Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager Amount: $[ ] in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, principal amount of [Term Loans][Incremental Term Loans][Refinancing Term Loans](1) · Discount Range: Not less than $[ ] nor shall any greater than $[ ] per $1,000 principal amount of [Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsLoans][Incremental Term Loans][Refinancing Term Loans].

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Offeror may withdraw a Dutch Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower RepresentativeManager. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch Auction shall become void if the Borrowers fail Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans set forth inin Section 9.04(e) of the Credit Agreement, as applicable, or to otherwise comply with any of the provisions of such Section 10.6(c) of the Second Lien Credit and Guaranty Agreement9.04(e). The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers Offeror directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers Offeror (which shall be no later than ten (10) Business Days after the final date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch Auction will be determined by the Auction Manager, in consultation with Manager and the BorrowersOfferor, and the Auction Manager’s their determination will be conclusive, absent manifest error. The Auction Manager’s and the Offeror’s interpretation of the terms and conditions of the Offer Document, in consultation with the Borrowers, Document will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 Article VIII and 10.3 Section 8.05 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Offeror may withdraw a Dutch Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower RepresentativeManager. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch Auction shall become void if the Borrowers fail Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans set forth inin Section 9.04(f) of the Credit Agreement, as applicable, or to otherwise comply with any of the provisions of such Section 10.6(c) of the Second Lien Credit and Guaranty Agreement9.04(f). The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers Offeror directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers Offeror (which shall be no later than ten (10) Business Days after the final date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch Auction will be determined by the Auction Manager, in consultation with Manager and the BorrowersOfferor, and the Auction Manager’s their determination will be conclusive, absent manifest error. The Auction Manager’s and the Offeror’s interpretation of the terms and conditions of the Offer Document, in consultation with the Borrowers, Document will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 Article VIII and 10.3 Section 8.05 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Schedule 1.01C shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT PostSchedule 2.15 PAYMENT INSTRUCTIONS USD: MSSFI USD TO: CITIBANK N.A. XXX XXXX, XX 00000 VIA: ABA # 000-Closing Covenants000-000 ACCOUNT NAME: XXXXXX XXXXXXX SENIOR FUNDING, INC. ACCOUNT NUMBER: 000-00-000 REF: Deal Name ATTN: Loan Servicing

Additional Procedures. Once initiated by an Auction Notice, the Borrowers applicable Purchasing Borrower Party may withdraw a Dutch an Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as Purchase Offer only if no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representativeof withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that canceled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall Purchase Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of in Section 10.6(c) 2.19 of the Second Lien Credit and Guaranty AgreementTerm Loan Agreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by such Purchasing Borrower Party is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly such Purchasing Borrower Party to the respective assigning Term Loan Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers applicable Purchasing Borrower Party shall execute each applicable Auction Affiliated Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the Borrowersapplicable Purchasing Borrower Party, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 2.19 of the Term Loan Agreement or this Exhibit J. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the Borrowersapplicable Purchasing Borrower Party, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.19 of the Term Loan Agreement or this Exhibit J. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowersapplicable Purchasing Borrower Party, the Restricted Subsidiaries Loan Parties, or any of their Affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Exhibit J shall not require any Purchasing Borrower or any Restricted Subsidiary Party to initiate any Dutch AuctionAuction Purchase Offers. EXHIBIT K-1 FORM OF U.S. SECURITY AGREEMENT [See attached] SECURITY AGREEMENT by UBER TECHNOLOGIES, nor shall any Term Loan Lender be obligated to participate in any Dutch AuctionINC., as the Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO and CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent Dated as of April 4, 2018 TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 1 ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsDefinitions 2 SECTION 1.2. Interpretation 4 SECTION 1.3. Resolution of Drafting Ambiguities 4 SECTION 1.4. Security Interest or Lien References 4 ARTICLE II GRANT OF SECURITY SECTION 2.1. Grant of Security Interest 4 SECTION 2.2. Filings 5 ARTICLE III PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF PLEDGED COLLATERAL

Additional Procedures. Once initiated by an Auction Notice, the Borrowers may withdraw a Dutch Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representative. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch an Auction shall become void if the Borrowers fail Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans set forth inin Section 11.06(g) or 11.06(h) of the Credit Agreement, as applicable, or to otherwise comply with any of the provisions of Section 10.6(csuch Sections 11.06(g) of the Second Lien Credit and Guaranty Agreementor 11.06(h). The purchase price for all Term Loans purchased in a Dutch an Auction shall be paid in cash by the Borrowers Offeror directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers Offeror (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersOfferor, and the Auction Manager’s determination will be conclusive, final and binding absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the BorrowersOfferor, will be final and bindingbinding absent manifest error. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries Loan Parties, or any of their Affiliates affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Immediately upon the consummation of an Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled pursuant to the benefits Section 11.06(g) of the provisions Credit Agreement, the Term Loans subject to such Auction and all rights and obligations as a Lender related to such Term Loans shall for all purposes (including under the Credit Agreement, the other Loan Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of Sections 9no further force and effect, 10.2 and 10.3 neither Holdings ,the Borrower nor any of its Subsidiaries shall obtain nor have any rights as a Lender under the Credit Agreement or under the other Loan Documents by virtue of the Second Lien Credit and Guaranty Agreement acquisition of any Term Loans subject to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch such Auction. This Appendix C Exhibit B shall not require Holdings, the Borrower, any Borrower of its Subsidiaries or any Restricted Subsidiary Affiliated Lender to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN EXHIBIT C FORM OF BORROWING REQUEST Dated: , 20 Reference is made to that certain Term Loan Credit Agreement dated as of March 3, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among XXXXXX’X SUPERMARKETS, INC., a Wisconsin corporation (the “Borrower”), the several banks, financial institutions and other entities from time to time parties thereto (the “Lenders”) and CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsSUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in any such capacity, together with its successors in such capacity, the “Administrative Agent”). All capitalized terms used but not otherwise defined herein have the meanings given to them in the Credit Agreement. The Borrower hereby gives irrevocable notice, pursuant to Section 4.01 of the Credit Agreement, of its request for the Borrowing to be made on [PROPOSED DATE OF BORROWING] (the “Borrowing Date”) in the aggregate principal amount of $[AMOUNT OF BORROWING], to be made as a [Base Rate Loans][Eurodollar Loan with initial Interest Period of [LENGTH OF INTEREST PERIOD]]. The Borrowing is to be a [Tranche B Term Loan Borrowing][Incremental Term Loan Borrowing][Refinancing Term Loan Borrowing][Incremental Revolving Commitment borrowing]. The account to be credited with the proceeds of the Borrowing is: Bank: JPMorgan Chase ABA #: 000000000 Account Name: Xxxxxx’x Supermarkets, Inc. A/C #: 550002011 In order to induce the Lenders to make the Loan requested hereby, the Borrower hereby represents and warrants as of the date of this Borrowing Request that:

Additional Procedures. Once initiated by After delivery of an Auction Notice, the Borrowers applicable Purchasing Borrower Party may withdraw a Dutch an Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as Purchase Offer only if no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representativeof withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall Purchase Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of in Section 10.6(c10.07(k) of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the applicable Purchasing Borrower Party is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly such Purchasing Borrower Party to the respective assigning Term Loan Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers applicable Purchasing Borrower Party shall execute each applicable Auction Affiliated Lender Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the Borrowersapplicable Purchasing Borrower Party, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 10.07(k) of the Credit Agreement or this Exhibit K. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the Borrowersapplicable Purchasing Borrower Party, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 10.07(k) of the Credit Agreement or this Exhibit K. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowersapplicable Purchasing Borrower Party, the Restricted Subsidiaries Loan Parties or any of their respective Affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit K shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT L [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Credit Agreement dated as of June 29, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Team Health Holdings, Inc., Team Health, Inc., (the “Borrower”), JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, the lenders from time to time party thereto (the “Lenders”) and any other agent party thereto, receipt of a copy of which is hereby acknowledged by the Assignee. The Auction Manager acting Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as 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 contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as such a Lender under a Dutch Auction shall be entitled the Credit Agreement and any other documents or instruments delivered pursuant thereto to the benefits extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the provisions Assignor under the facility identified below (including participations in any Letters of Sections 9Credit or Swing Line Loans included in such facility) and (ii) to the extent permitted to be assigned under applicable law, 10.2 all claims, suits, causes of action and 10.3 any other right of the Second Lien Credit and Guaranty Agreement to the same extent Assignor (in its capacity as if each reference therein to the “Administrative Agent” were a reference to the Auction ManagerLender) against any Person, each reference therein to the “Credit Documents” were a reference to the Offer Documentswhether known or unknown, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties arising under or in connection with each Dutch Auction. This Appendix C shall not require the Credit Agreement, any Borrower other documents or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate instruments delivered pursuant thereto or the loan transactions governed thereby or in any Dutch Auctionway 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 pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsSuch sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Offeror may withdraw a Dutch an Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower RepresentativeBorrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch an Auction shall become void if the Borrowers fail Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans set forth inin Section 10.04(k) or 10.04(m) of the Credit Agreement, as applicable, or to otherwise comply with any of the provisions of Section 10.6(csuch Sections 10.04(k) of the Second Lien Credit and Guaranty Agreementor 10.04(m). The purchase price for all Term Loans purchased in a Dutch an Auction shall be paid in cash by the Borrowers Offeror directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers Offeror (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersOfferor, and the Auction Manager’s determination will be conclusive, absent manifest errorfinal and binding. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the BorrowersOfferor, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries Loan Parties, or any of their Affiliates affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Immediately upon the consummation of an Auction pursuant to Section 10.04(m) of the Credit Agreement, the Term Loans subject to such Auction and all rights and obligations as a Lender related to such Term Loans shall for all purposes (including under the Credit Agreement, the other Loan Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect, and neither Holdings nor the Borrower shall obtain nor have any rights as a Lender under the Credit Agreement or under the other Loan Documents by virtue of the acquisition of any Term Loans subject to such Auction. The Auction Manager acting in its capacity as such under a Dutch an Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 Article 9 and 10.3 Section 10.05 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Exhibit J shall not require any Holdings, the Borrower or any Restricted Subsidiary Affiliated Lender to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT PostEXHIBIT K [FORM OF] INTEREST ELECTION REQUEST [Date] Jefferies Finance LLC, as Administrative Agent for the Lenders referred to below 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Surgery Center Holdings, Inc. Account Manager Facsimile: (000) 000-Closing Covenants0000 Re: Surgery Center Holdings, Inc. Ladies and Gentlemen: Pursuant to Section 2.10 of that certain Second Lien Credit Agreement, dated as of November 3, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SP HOLDCO I, INC., a Delaware corporation (“Holdings”), SURGERY CENTER HOLDINGS, INC., a Delaware corporation (the “Borrower”), the other Guarantors party thereto from time to time, the Lenders party thereto from time to time and JEFFERIES FINANCE LLC, as Administrative Agent and as Collateral Agent, the Borrower hereby gives the Administrative Agent notice that the Borrower hereby requests:

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Purchaser may withdraw a Dutch Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower RepresentativePurchaser. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. HoweverThe purchase shall be consummated pursuant to and in accordance with Section 10.06(i) and, a Dutch Auction shall become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth inextent not otherwise provided herein, shall otherwise be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, Interest Periods, and other notices by the Purchaser or such Subsidiaries, as applicable) reasonably acceptable to otherwise comply with the provisions of Section 10.6(c) of Administrative Agent or the Second Lien Credit Auction Manager, applicable, and Guaranty Agreementthe Purchaser. The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers Purchaser directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers Purchaser (which shall be no later than ten (10) 10 Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Purchaser shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch Auction will be determined by the Auction Manager, in consultation with the BorrowersPurchaser, and the Auction Manager’s determination will be conclusive, absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Offer DocumentDocuments, in consultation with the BorrowersPurchaser, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersPurchaser, the Restricted Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 Article VIII and 10.3 Section 10.06 of the Second Lien Credit and Guaranty Loan Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Loan Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Exhibit L shall not require any Borrower or any Restricted Subsidiary Purchaser to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Parent Borrower may withdraw a Dutch Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower RepresentativeParent Borrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a Term Loan A Lender or Incremental Term Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch Auction shall become void if the Borrowers fail Parent Borrower fails to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of Section 10.6(c9.4(k) of the Second Lien Credit and Guaranty AgreementAgreement to which this Schedule 9.4(k) is attached. The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers Parent Borrower directly to the respective assigning Term Loan A Lender or Incremental Term Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers Parent Borrower (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Parent Borrower shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch Auction will be determined by the Auction Manager, in consultation with the BorrowersParent Borrower, and the Auction Manager’s determination will be conclusive, absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the BorrowersParent Borrower, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersParent Borrower, the Restricted Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 Article VIII and 10.3 Section 9.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Loan Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Schedule 9.4(k) shall not require any the Parent Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan A Lender or Incremental Term Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsEXHIBIT A [FORM OF] CLOSING CERTIFICATE [Date] I, the undersigned, do hereby certify that I am the duly elected and qualified [President][Executive Vice President][Chief Financial Officer] of [Name of Loan Party], a [ ] organized and existing under the laws of [the State of] (the “Company”), and do hereby certify on behalf of the Company that:

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Offeror may withdraw a Dutch Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower RepresentativeManager. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch Auction shall become void if the Borrowers fail Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans set forth inin Section 9.04(f) of the Credit Agreement, as applicable, or to otherwise comply with any of the provisions of such Section 10.6(c) of the Second Lien Credit and Guaranty Agreement9.04(f). The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers Offeror directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers Offeror (which shall be no later than ten (10) Business Days after the final date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch Auction will be determined by the Auction Manager, in consultation with Manager and the BorrowersOfferor, and the Auction Manager’s their determination will be conclusive, absent manifest error. The Auction Manager’s and the Offeror’s interpretation of the terms and conditions of the Offer Document, in consultation with the Borrowers, Document will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 Article VIII and 10.3 Section 8.05 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Schedule 1.01C shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT PostSchedule 1.01D INITIAL MORTGAGED PROPERTIES None. Schedule 2.15 PAYMENT INSTRUCTIONS USD: MSSFI USD TO: CITIBANK, N.A. XXX XXXX, XX 00000 VIA: ABA # 000-Closing Covenants000-000 ACCOUNT NAME: XXXXXX XXXXXXX SENIOR FUNDING, INC. ACCOUNT NUMBER: 000-00-000 REF: YAMA ATTN: AGENCY TEAM

Additional Procedures. Once initiated by an Auction Notice, Holdings, the Borrowers applicable Borrower or the applicable Restricted Subsidiary may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, as of such time, (i) no Qualifying Bids have Bid has been received by the Auction Manager Manager, (ii) Holdings, the applicable Borrower or such Restricted Subsidiary has failed, or believes in good faith that it will fail, to satisfy one or more of the conditions set forth in Section 2.19(a) of the Credit Agreement which are required to be met at or prior to the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction; furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights or (iii) the Reply Amounts received by the Auction Manager receives are insufficient to meet the minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, the applicable Borrower or such written notice from Restricted Subsidiary as the Borrower Representative“Minimum Purchase Condition”. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth inby Holdings, the applicable Borrowers or to otherwise comply with the provisions of such Restricted Subsidiary required by Section 10.6(c2.19(a) of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which the purchase by Holdings, the applicable Borrowers or such Restricted Subsidiary is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by Holdings, the applicable Borrowers directly or such Restricted Subsidiary to the respective assigning Term Loan Lender or Lenders on a settlement date as determined jointly by Holdings, the applicable Borrower or such Restricted Subsidiary and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are duedue with respect to such Auction). Holdings, along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Borrower or such Restricted Subsidiary shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with Holdings, the Borrowersapplicable Borrower or such Restricted Subsidiary, and the Auction Manager’s their determination will be conclusive, absent manifest errorfinal and binding so long as such determination is not inconsistent with the terms of Section 2.19(a) of the Credit Agreement or this Schedule 2.19(a). The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Holdings, the Borrowersapplicable Borrower or such Restricted Subsidiary, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 2.19(a) of the Credit Agreement or this Schedule 2.19(a). None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the Restricted Subsidiaries other Credit Parties, or any of their Affiliates affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Schedule 2.19(a) shall not require any the Holdings, the applicable Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants8.12 Real Property None. SCHEDULE 8.14 Subsidiaries Name of Issuing Entity Record Owner Percentage Owned Highway Toll Administration, LLC ATS Consolidated, Inc. 100% Canadian Highway Toll Administration, LTD ATS Consolidated, Inc. 100% Violation Management Solutions, LLC Highway Toll Administration, LLC 100% Toll Buddy, LLC Highway Toll Administration, LLC 100% American Traffic Solutions, Inc. ATS Consolidated, Inc. 100% LaserCraft, Inc. American Traffic Solutions, Inc. 100% Xxxxxxxxx ICS, Inc. American Traffic Solutions, Inc. 100% Xxxxxxxxx Electrical Enterprises, Inc. Xxxxxxxxx ICS, Inc. 100% American Traffic Solutions Consolidated, L.L.C. ATS Consolidated, Inc. 100% American Traffic Solutions, L.L.C. American Traffic Solutions Consolidated, L.L.C. 100% Class A (Voting Control) American Traffic Solutions, L.L.C. American Traffic Solutions, Inc. 100% Class B ATS Processing Services, L.L.C. American Traffic Solutions Consolidated, L.L.C. 100% PlatePass, L.L.C. American Traffic Solutions Consolidated, L.L.C. 100% ATS Tolling LLC PlatePass, L.L.C. 100% Sunshine State Tag Agency LLC American Traffic Solutions Consolidated, L.L.C. 100% Auto Tag of America LLC Sunshine State Tag Agency LLC 100% Auto Titles of America LLC Sunshine State Tag Agency LLC 100% - 8 - SCHEDULE 8.19 Labor Matters None. SCHEDULE 9.13

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Borrower may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, as of such time, no Qualifying Bids have Bid has been received by the Auction Manager or the Borrower has failed, or in good faith believes it will fail, to satisfy one or more of the conditions set forth in Section 2.19 of the Agreement which are required to be met at or prior the time which otherwise would have been the time of purchase of the Term Loans pursuant to the time the respective Auction. Furthermore, in connection with any Auction Manager receives with respect to particular Term Loans, upon submission by a Term Lender of a Return Bid, such written notice from the Borrower RepresentativeTerm Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of the applicable Term Loans set forth in, or to otherwise comply with by the provisions Borrower required by the terms and conditions of Section 10.6(c) 2.19 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the Borrower is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly Borrower to the respective assigning Term Loan Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersBorrower, and the Auction Manager’s their determination will be conclusive, absent manifest errorfinal and binding so long as such determination is not inconsistent with the terms of Section 2.19 of the Agreement or this Schedule. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the BorrowersBorrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 2.19 of the Agreement or this Schedule. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries other Loan Parties, or any of their Affiliates affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Schedule shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall Auction or the Agent or any Term Loan Lender be obligated Agent-Related Person to participate in any Dutch Auctionact as Auction Manager. SCHEDULE 5.22 TO SECOND LIEN CREDIT 6.07 ERISA NONE SCHEDULE 6.10 TAXES NONE SCHEDULE 6.12 ENVIRONMENTAL MATTERS NONE SCHEDULE 6.14 CAPITALIZATION; SUBSIDIARIES AND GUARANTY AGREEMENT Post-Closing CovenantsMINORITY INTERESTS

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Borrower may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, (i) as of such time, no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from (ii) the Borrower Representativehas failed to meet a condition set forth in Section 2.16 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with by the provisions Borrower required by the terms and conditions of Section 10.6(c) 2.16 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the Borrower is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly Borrower to the respective assigning Term Loan Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersBorrower, and the Auction Manager’s their determination will be conclusive, absent manifest errorfinal and binding so long as such determination is not inconsistent with the terms of Section 2.16 of the Credit Agreement or this Schedule 2.16. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the BorrowersBorrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 2.16 of the Credit Agreement or this Schedule 2.16. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries Credit Parties, or any of their Affiliates affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Schedule 2.16 shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT PostSchedule 7.10 Plans None. Schedule 7.12 Real Property Owned Property Company Address/City/State/Zip Code County (U.S. Only) Mortgaged Property? Semtech Corporation 000 Xxxxx Xxxx Camarillo, California 93012 Ventura Yes Semtech Corpus Christi S.A. de C.V. Carretera a Matamoros Y Brecha E-99, Parque Industrial Xxxxxxx, Tamaulipas, Mexico, CP 88780 No Leased Properties Company Address/City/State/Zip Code County (U.S. only) Leasehold Subject to Landlord Waiver? Semtech San Diego Corporation 00000 Xxxxxx xx Xxxxxxx, Xxx. 000 Xxx Xxxxx, XX 00000 San Diego Yes Sierra Monolithics, Inc. 0000 Xxxxxxxxxx Xxx, Xxx. 000 Xxxxxx, XX 00000 Orange Yes Sierra Monolithics, Inc. 000 X. Xxxxxxxx Blvd. Redondo Beach, CA 90277 Los Angeles Yes Sierra Monolithics, Inc. 000 X. Xxxxxxxx Blvd. Redondo Beach, CA 90277 Los Angeles Yes Sierra Monolithics, Inc. 306, 308, 310 and 000 Xxxxx Xxxxxxxx Xxx., Xxxxxxx Xxxxx, XX 00000 (all in same bldg.) Los Angeles Yes Semtech Corporation 0000 X. Xxxxx Xxxxxx, Xxxxx 000 Xxx Xxxx, Xxxxxxxxxx 00000 Santa Xxxxx Yes Semtech Corporation 0000 Xxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxx, XX 00000 Wake Yes Semtech (International) AG and Semtech Switzerland GmbH Xxxxxxxxxxxxx 0X, 0000 Xxx, Xxxxxxxxxxx No Semtech France SARL Parc Xxxxxxxxxxx-0, Xxxxxx xx Xxxxxx, Xxxxxxxxxxx, 00000, Xxxxxx No Semtech Germany GmbH Xxxxxxxxxxxxxxxx 0 X-00000 Xxxxxxxxxxxx, Xxxxxxx No Semtech Limited Xxxxx 0-Closing Covenants0 Xxxx Xxxxx Xxxxxxx Xxx, Xxxxx Xxxx Xxxxxxxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX00 0XX, XX No Semtech Route des Gouttes d’Or 40 No Neuchâtel SARL 2000 Neuchatel Switzerland Semtech Semiconductor (Shenzhen) Company Limited Shenzhen Design Center Suite A408 4th Floor, A Wing, TCL Building, South First Street, Nanshan District, Shenzhen, China No Semtech Semiconductor Holdings Limited 0xx Xxxxx, Xxxxxxxxx Xxxxx, 10 Harcourt Rd. Central, Hong Kong No Semtech Semiconductor (Chengdu) Co. Ltd. Room #1-182, UC Customer Centre, No. 8-2, Kexin Road, West Park of Chengdu Hi-Tech Xxxx, 000000 Xxxxxxx, Xxxxxxx, Xxxxx No Semtech Semiconductor (Shanghai) Co. Ltd. Xuhui Commercial Mansion, Room 2008, No. 000 Xxxx Xxxx, Xxxxxxxx No Semtech (International) AG — Beijing Representative Office Unit 2206 Beijing Silver Tower No. 2 North Road Dong San Xxxx Xxxxxxxx Xxxxxxxx Xxxxxxx, 000000 Xxxxx No Semtech (International) AG — Shanghai Representative Office Xxxx 00-00, 00xx Xxxxx, Xxxxxx Xxxxx, Xxxxxxxx Times Square, 00 Xxxxxxx Xxxxx Xx, Luwan District, Shanghai, 200021, P.R. China No Semtech Switzerland GmbH — Japan Branch Office Okada Building, 8F, 22-6, Higashi Xxxxxxx 0-xxxxx, Xxxxxxxxx-xx, Xxxxx 000-0000 Xxxxx No Semtech (International) AG — Korea Branch Office Xxxxx 000, Xxxxx Xxxxxxxx, 000-00 Xxxxxxx-Xxxx, Xxxxxxx-Xx Xxxxx, Xxxxx 135-080 No Semtech (International) XX Xxxxxxxxxxx Xxxxxxxx XX Xxxxx 000, XXXXX 2 Building Trade Street, cor, Investment Drive Xxxxxxxx Business Park Xxxxx-Alabang, Muntinlupa City Philippines No Semtech (International) AG, Taiwan Branch 00X, Xx. 00, Xxx 0 Xxxxxxx X. Xxxx, Xxxxxx, Xxxxxx No Gennum(1) 0000 Xxxxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxx Xxxxxx X0X 0X0 No Gennum 0000 Xxxxxxxxx Xxxx No

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Purchaser may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, as of such time, no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such written notice from the Borrower RepresentativeLender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with by the provisions Purchaser required by the terms and conditions of Section 10.6(c10.6(i)(iii) of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the Purchaser is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash by the Borrowers Purchaser directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers Purchaser (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Purchaser shall execute each applicable Auction Borrower Assignment and Acceptance Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersPurchaser, and the Auction Manager’s which determination will be conclusive, absent manifest errorfinal and binding. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the BorrowersPurchaser, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersPurchaser, the Restricted Subsidiaries Credit Parties, or any of their Affiliates (whether contained in the Offer Documents or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction This Exhibit M shall be entitled not require the Purchaser to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second initiate any Auction. Annex A to Exhibit M to First Lien Credit and Guaranty Agreement AUCTION NOTICE [Alion Science and Technology Corporation Letterhead] [ ], as Auction Manager [Address] Attention: [ ] Fax No.: [ ] Email: [ ] Re: Term Loan Auction Ladies and Gentlemen: Reference is made to the same extent First Lien Credit and Guaranty Agreement, dated as if each reference of August 18, 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Alion Science and Technology Corporation (“Borrower”), certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, Xxxxxxx Xxxxx Lending Partners LLC, as Sole Lead Arranger, Joint Bookrunner and Syndication Agent, Xxxxxxx Sachs Lending Partners LLC, as Administrative Agent, and the other signatories thereto. Borrower (the “Purchaser”) hereby gives notice to the “Administrative Agent” were Lenders that it desires to conduct the following Auction: · Auction Amount: $[ ] in principal amount of [Tranche A Term Loans][Tranche B Term Loans](1) (2) · Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of [Tranche A Term Loans][Tranche B Term Loans].(3) The Purchaser acknowledges that this Auction Notice may not be withdrawn other than in accordance with the Auction Procedures. The Auction shall be consummated in accordance with the Auction Procedures with all Return Bids due no later than [1:00] p.m. (New York time) on [ ]. The Purchaser hereby represents and warrants that (i) as of the launch date of the related Auction, it is not in possession of any information regarding Borrower, its Subsidiaries or its Affiliates, or their assets, Borrower’s ability to perform its Obligations or any other matter that may be material to a reference decision by any Lender to participate in any Auction or enter into any Borrower Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby Administrative Agent and the Administrative Agent shall cooperate with Non-Public Lenders, (ii) no Default or Event of Default has occurred and is continuing or would result from such repurchase and (iii) Borrower will not use the Auction Manager as reasonably requested by proceeds of any extensions of credit under the Auction Manager in order Revolving Credit Agreement to enable it to perform its responsibilities and duties in connection with each Dutch Auctionacquire such Term Loans. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch AuctionVery truly yours, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT ALION SCIENCE AND GUARANTY AGREEMENT Post-Closing CovenantsTECHNOLOGY CORPORATION

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Company may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, as of such time, no Qualifying Bids have Bid has been received by the Auction Manager or the Company has failed, or in good faith believes it will fail, to satisfy one or more of the conditions set forth in Section 6.2.5 of the Agreement which are required to be met at or prior the time which otherwise would have been the time of purchase of the Term Loans pursuant to the time the respective Auction. Furthermore, in connection with any Auction Manager receives with respect to particular Term Loans, upon submission by a Term Lender of a Return Bid, such written notice from the Borrower RepresentativeTerm Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of the applicable Term Loans set forth in, or to otherwise comply with by the provisions Company required by the terms and conditions of Section 10.6(c) 6.2.5 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the Company is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly Company to the respective assigning Term Loan Lender on a settlement date as determined jointly by the Company and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Company shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersCompany, and the Auction Manager’s their determination will be conclusive, absent manifest errorfinal and binding so long as such determination is not inconsistent with the terms of Section 6.2.5 of the Agreement or this Schedule. The Auction Manager’s 's interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the BorrowersCompany, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 6.2.5 of the Agreement or this Schedule. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersCompany, the Restricted Subsidiaries or any of their Affiliates its affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Schedule shall not require the Company to initiate any Auction. SCHEDULE 9.6 LITIGATION None. SCHEDULE 9.8 SUBSIDIARIES As of August 13, 2018 Country and State (if US) of Incorporation Entity EIN Wholly owned unless otherwise indicated (%) US, Delaware EDI Holding Company, LLC 00-0000000 US, Delaware Xxxxxxxx Fans USA, LLC 00-0000000 US, Delaware Hub City, Inc. 00-0000000 US, Delaware Hy-Bon Acquisition Corporation 00-0000000 US, Delaware Hy-Bon Engineering Company, Inc. 00-0000000 US, Delaware Regal Beloit Chain, Inc. 00-0000000 US, Indiana XxXxxx Manufacturing Company, Inc. 00-0000000 US, Indiana Xxxxxxx Motors LLC 00-0000000 US, Ohio Electronic Design for Industry, Inc. 00-0000000 US, Pennsylvania Benshaw, Inc. 00-0000000 US, Wisconsin Dutch Horizon I, LLC US, Wisconsin Dutch Horizon II, LLC US, Wisconsin Dutch Horizon III, LLC US, Wisconsin Dutch Horizon IV, LLC US, Wisconsin Dutch Horizon V, LLC US, Wisconsin Dutch Horizon VI, LLC US, Wisconsin Xxxxx Motors Incorporated 00-0000000 US, Wisconsin RBC Holding LLC 00-0000000 US, Wisconsin RBC Horizon, Inc. 00-0000000 US, Wisconsin Regal Beloit America, Inc. 00-0000000 US, Wisconsin Regal Beloit de Mexico Holding, LLC 00-0000000 US, Wisconsin Regal Beloit Leesport, Inc. 00-0000000 US, Wisconsin Regal Beloit Logistics, LLC 00-0000000 US, Wisconsin Regal-Beloit Flight Service, Inc. 00-0000000 US, Wisconsin Xxxxxx-Xxxxxxx Company 00-0000000 50% US, Wisconsin UCC Corp. 00-0000000 50% US, Wisconsin Unico LLC 00-0000000 US, Wisconsin Unico Mexico LLC Australia AFMC Holding Pty. Ltd. 00-0000000 Australia Australia Fan & Motor Co Pty Ltd 00-0000000 Australia CMG International Pty. Ltd. 00-0000000 Australia Xxxxxxx Xxxxxxxx Pty. Limited Australia RBC Australia Holding Co. Pty. Ltd. 00-0000000 Australia Regal Beloit Australia Pty. Ltd. 00-0000000 Australia Transmission Australia Pty. Ltd. 00-0000000 Belgium Xxxxxxx Xxxxxxxx XX 00-0000000 Belgium Regal Beloit Belgium NV Brazil Elco Do Brazil Ltda 00-0000000 70% Brazil Regal Beloit do Brasil Ltda 00-0000000 British Virgin Islands Grand Delight Investments Ltd 00-0000000 British Virgin Islands Xxxxx Court Holdings Ltd. 98-1108448 Bulgaria Elco BG Property EOCD 00-0000000 Canada Benshaw Canada Controls, Inc. 00-0000000 Canada Elco Moteurs, Inc. 00-0000000 Canada Kop-Flex Canada Limited Canada Regal Beloit Canada ULC 00-0000000 Canada Regal Beloit Holdings ULC 00-0000000 Canada Thomson Technology Power Systems ULC Canada Unico Canada Drives & Systems, Inc. 00-0000000 China Changzhou Regal-Beloit Sinya Motor Co. Ltd. 00-0000000 China Xxxx Xxxx Elco Mechanical&Electrical Equipment 00-0000000 China Xxxxxxx Global (Jiaxing) Motors Co., Ltd. 00-0000000 China Xxxxxxx (Tianjin) Fans and Blowers Co., Ltd. China Regal Beloit (Changzhou) Co., Ltd. 00-0000000 China Regal Beloit (Wuxi) Co., Ltd. 00-0000000 China Regal Beloit (Suzhou) Co., Ltd. 00-0000000 China Regal Beloit (Yueyang) Co., Ltd. 00-0000000 China Regal Beloit Corporation Mgt (Shanghai) Co., Ltd. 00-0000000 China Regal Beloit Power Transmission (Zhangzhou) Co., Ltd. 00-0000000 China Shanghai Xxxxx Electronic Machinery Co., Ltd. 00-0000000 50% China Shanghai Marathon Gexin Electric Co., Ltd. 00-0000000 55% China Unico China Automation Co. Ltd. Colombia Unico Colombia SAS 00-0000000 Cyprus Calamsar Investments Ltd. 00-0000000 France Regal Beloit France SAS 00-0000000 France SCI de la Peupleraie 50% Germany Cemp International GmbH 00-0000000 Germany Mastergear GmbH 00-0000000 Germany Xxxxxxx Xxxxxxxx GmbH Germany Regal Beloit GmbH 00-0000000 Germany System Plast GmbH 00-0000000 Germany Unico Deutschland GmbH 00-0000000 Guatemala Regal Beloit de Centroamerica y el Caribe S.A. de C.V. Hong Kong Elco China Ltd. India Marathon Electric India Pvt Ltd 00-0000000 India Marathon Electric Motors (India) Ltd. 00-0000000 India Xxxxxxx India Private Limited Israel Regal Beloit Israel, Ltd. 00-0000000 Italy Cemp Srl 00-0000000 Italy Elco E-Trade Srl 00-0000000 Italy Xxxxxxx Xxxxxxxx S.p.A Italy System Plast Srl 00-0000000 Malaysia Xxxxxxx Xxxxxxxx Co., Sdn. Bhd. 00-0000000 Malaysia Torin Industries Sdn Bhd 00-0000000 Mexico Benshaw de Mexico S.A. de C.V. 00-0000000 Mexico Capacitores Xxxxxxxxxx xx Xxxxxx Xxx xx X.X. 00-0000000 Mexico Compania Armadora Srl de C.V. 00-0000000 Mexico Electromencanica Xxxx Xxxxxxx & Compania SA de CV 00-0000000 Mexico IG-Mex Srl de C.V. 00-0000000 Mexico Xxxxx Mexico Sa De C.V. 00-0000000 Mexico Marathon Electric Manufacturing De Mexico Srl de C.V. 00-0000000 Mexico Motores Domesticas de Piedras Negras Srl de C.V. 00-0000000 Mexico Motores Xxxxxxxxxx xx Xxxxxx Xxx de C.V. 00-0000000 Mexico Motores Xxxxxxxxxx xx Xxxxxxxxx Xxx xx X.X. 00-0000000 Mexico Motores Xxxxx xx Xxxxxx XXX xx X.X. 00-0000000 Mexico Productos Electricos Aplicados Srl de C.V. 00-0000000 Mexico Regal Beloit xx Xxxxxxx, Srl de CV Mexico Regal Xxxxxx xx Xxxxxxxxxxx Xxx xx XX 00-0000000 Mexico Regal Xxxxxx xx Xxxxxx X xx XX xx X.X. 00-0000000 Mexico Regal Xxxxxx xx Xxxxxx Xxxxx XxX xx X.X. 00-0000000 Mexico Regal Beloit Mexico Holding Srl de C.V. 00-0000000 Mexico Xxxxxxxx xx Xxxxxx Xxxxxxxxxx Xxx xx X.X. 00-0000000 Mexico Tecnojar-SA de CV 00-0000000 Netherlands Xxxxxx Xxxxxxx X.X. 00-0000000 Netherlands Elco Group B.V. 00-0000000 Netherlands EPC Mexico Holding B.V. 00-0000000 Netherlands RBC Foreign Manufacturing B.V. 00-0000000 Netherlands Regal Beloit Finance B.V. 00-0000000 Netherlands Regal Beloit Holding B.V. 00-0000000 Xxxxxxxxxxx Xxxxx X.X. 00-0000000 Netherlands Rotor Beheer B.V. 00-0000000 New Zealand Regal Beloit New Zealand Ltd Romania Regal Beloit Romania SRL Russia OOO Elco Motors 00-0000000 99% (1% owned by Xxxx Xxxxxxx, Sales Manager) Singapore Xxxxxxx Xxxxxxxx Pte. Ltd. 00-0000000 Singapore Regal Beloit Asia Pte. Ltd. 00-0000000 Slovakia Regal Beloit Slovakia, s.r.o. South Africa Regal Beloit South Africa 00-0000000 South Africa Regal Empowered SA (Pty) Ltd Spain Elco Motores Espana SA 00-0000000 Spain Greensburg, S.L. 00-0000000 Spain Xxxxxxx Xxxxxxxx AB Spain Regal Beloit Spain SA Sweden Xxxxxx Xxxxxxxx AB 00-0000000 Thailand Fasco Motors Thailand Ltd. 00-0000000 Thailand Fasco Yamabishi Co. 00-0000000 Thailand Xxxxxxx Xxxxxxxx Co., Ltd. UAE Regal Beloit FZE 00-0000000 UK Xxxxxxx Xxxxxxxx Limited 00-0000000 UK Xxxxxxxx Mastergear Ltd. 00-0000000 UK Regal Beloit (UK) Ltd 00-0000000 UK Regal Manufacturing Ltd. 00-0000000 UK Rotor (UK) Ltd. 00-0000000 UK System Plast Ltd. UK Unico (UK) Ltd. 00-0000000 Venezuela Unicoven C.A. 00-0000000 SCHEDULE 9.13 ENVIRONMENTAL MATTERS None. SCHEDULE 10.7 EXISTING DEBT Location / Loan With Current balance as of June 30, 2018 US Debt Regal Beloit Corporation / Private Placement Note - Tranche A - G Due 2018-2023 (Guaranteed by certain subsidiaries of Regal Beloit Corporation) $500,000,000 Regal Beloit America / Grafton Cheyenne, LLC $4,160,685 Sub Total $504,160,685 International Debt Elco Group BV / Multiple Providers $198,912 Regal Beloit Spain $664,419 Sub Total $863,331 Grand Total $505,024,016 SCHEDULE 10.8 EXISTING LIENS Regal Beloit Corporation: JURISDICTION SECURED PARTY FILE NUMBER FILING DATE SUMMARY COLLATERAL DESCRIPTION Wisconsin DFI – UCC Xxxxx Glove and Safety MFG. CO. LLC 150010445822 8/17/2015 Work gloves, safety closing and safety products. Regal Beloit America, Inc.: JURISDICTION SECURED PARTY FILE NUMBER FILING DATE SUMMARY COLLATERAL DESCRIPTION Wisconsin DFI – UCC JPMorgan Chase Bank, N.A. 160012402918 9/20/2016 All accounts receivable which arise out of the sale of goods and services to Dover Corporation and/or its subsidiaries or affiliates. Wisconsin DFI – UCC Essex Group, Inc. 160016596633 12/23/2016 Consigned products and equipment. SCHEDULE 10.9 EXISTING PARTNERSHIP AND JOINT VENTURE INVESTMENTS Certain partnerships and joint ventures are set forth on Schedule 9.8. SCHEDULE 14.3 ADDRESSES FOR NOTICES REGAL BELOIT CORPORATION 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxx 00000 Attention: Chief Financial Officer Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Website: xxx.xxxxxxxxxxx.xxx U.S. Taxpayer Identification Number: 00-0000000 U.S. BANK NATIONAL ASSOCIATION, as Issuing Bank and Swing Line Lender (for Letters of Credit and Swing Line Loans) U.S. Bank National Association 000 Xxxxxxxx Xxxx, Xxxxx Xxxxx Xxxxxxxxxxx, XX 00000-0000 Attention: Agency Services Telephone: 000-000-0000 Facsimile: 000-000-0000 Electronic Mail: xxxxxxxxxxxxxxxxxxxxxxx@xxxxxx.xxx XXXXX FARGO BANK N.A., as Issuing Bank (for Letters of Credit) Xxxxx Fargo Commercial Banking 0 X Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx Telephone: 000-000-0000 Electronic Mail: Xxxxx.X.Xxxxxxx@xxxxxxxxxx.xxx XXXXX FARGO BANK N.A., as Swing Line Lender (for Swing Line Loans) Xxxxx Fargo Commercial Banking 0000 X XX Xxxxxx Blvd. Charlotte, NC 28262 Attn: Syndication Agency Services Telephone: 000-000-0000 Email: xxxxxxxxxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx BANK OF AMERICA, N.A., as Issuing Bank (for Letters of Credit) Standby LC Dept 0 XXXXX XXX. Mail Code: PA6-580-02-30 Scranton, PA. 18507 Attention: Xxxxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxx.x.xxxxxx@xxxx.xxx BANK OF AMERICA, N.A., as Swing Line Lender (for Swing Line Loans) BANK OF AMERICA, N.A. 0000 Xxxxxxxxxxx Xxxxx Xxxxxxxxxx, XX, 00000 Attention: Xxxxxxxx X Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx.x.xxxxx@xxxx.xxx PNC Bank, National Association, as Issuing Bank (for Letters of Credit) 000 X Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx Telephone: (000)-000-0000 PNC Bank, National Association, as Swing Line Lender (for Swing Line Loans) 000 X Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxxxx Electronic Mail: xxxxxxx.xxxxxxxxx@xxx.xxx JPMORGAN CHASE BANK, N.A., as Issuing Bank (for Letters of Credit) 00 X. Xxxxxxxx, L2 Floor Chicago, IL 60603 Attention: Xxxxxx Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Electronic Mail: Xxxxxxx.xx.xxxxxx.xxxxxxxx.xxxx@xxxxxxxx.xxx JPMORGAN CHASE BANK, N.A., as Administrative Agent and Swing Line Lender (for payments, Requests for Credit Extensions in Dollars and Swing Line Loans) 00 Xxxxx Xxxxxxxx Xxxxx X0, Xxxxx XX0-0000 Xxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Electronic Mail: XXX.XXXXXX.XXXXXXXXX.0@XXXXXXXX.XXX and Xxxxxxx.Xxxxxxxx@xxxxxxxx.xxx JPMorgan Chase Bank N.A. Account No.: 9008113381C3819 Acct Name: LS2 Incoming Account Ref: Regal Beloit Corp ABA# 000000000 JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender (Other Notices as Administrative Agent or Lender) 00 Xxxxx Xxxxxxxx Xxxxx X0, Xxxxx XX0-0000 Xxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Electronic Mail: XXX.XXXXXX.XXXXXXXXX.0@XXXXXXXX.XXX and Xxxxxxx.Xxxxxxxx@xxxxxxxx.xxx EXHIBIT A-1 FORM OF TERM LOAN NOTE [●], 2018 FOR VALUE RECEIVED, the undersigned, REGAL BELOIT CORPORATION (the “Company”), promises to pay to the order of (the “Term Lender”) the aggregate unpaid principal amount of all Term Loans made by the Term Lender to the Company pursuant to the Amended and Restated Credit Agreement dated as of August 27, 2018(as amended, restated or otherwise modified from time to time, the “Credit Agreement”) among the Company, various subsidiaries thereof, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent, on the dates and in the amounts provided in the Credit Agreement. The Auction Manager acting Company further promises to pay interest on the unpaid principal amount of the Term Loans evidenced hereby from time to time at the rates, on the dates, and otherwise as provided in its capacity as such under the Credit Agreement. The Term Lender is authorized to endorse the amount and the date on which the Term Loan is made and each payment of principal with respect thereto on the schedule annexed hereto and made a Dutch Auction part hereof or on continuations thereof which shall be attached hereto and made a part hereof; provided that any failure to endorse such information on such schedule or continuation thereof shall not in any manner affect any obligation of the Company under the Credit Agreement or this Term Loan Note. This Term Loan Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement, which contains, among other things, provisions for acceleration of the provisions maturity hereof upon the happening of Sections 9certain stated events. Terms defined in the Credit Agreement are used herein with their defined meanings therein unless otherwise defined herein. This Term Loan Note shall be governed by, 10.2 and 10.3 construed and interpreted in accordance with, the laws of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsState of New York.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Borrower may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, (i) as of such time, no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from (ii) the Borrower Representativehas failed to meet a condition set forth in Section 1.14 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with by the provisions Borrower required by the terms and conditions of Section 10.6(c) 1.14 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the Borrower is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly Borrower to the respective assigning Term Loan Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersBorrower, and the Auction Manager’s their determination will be conclusive, absent manifest errorfinal and binding so long as such determination is not inconsistent with the terms of Section 1.14 of the Credit Agreement or this Schedule 1.14. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the BorrowersBorrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 1.14 of the Credit Agreement or this Schedule 1.14. None of the Administrative Agent, the Auction Manager, any Arranger, any other Agent Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries other Loan Parties, or any of their Affiliates affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Schedule 1.14 shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants3.7 to Credit Agreement ERISA Title IV Plans: GSE Lining Technology, LLC Group Health Insurance Multiemployer Plans: None. All material Benefit Plans: Gundle/SLT Environmental, Inc. 401(k) Plan SCHEDULE 3.8 to Credit Agreement MARGIN STOCK None. SCHEDULE 3.9 to Credit Agreement REAL ESTATE Owned Real Estate: 00000 Xxxxxx Xxxx Xxxxxxx, Xxxxx 00000 Land and Buildings 0000 Xxxxxxxx Xxx. Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Land and Buildings 0000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxx 00000 Land and Buildings 00X Xxxxxxx Xxxx Xxxxxxxxxxxxxx XX00XX Xxxxxx Xxxxxxx Land and Buildings Xxxxxx Xxxxxxx 0x X-00000 Xxxxxxx, Germany Land and Buildings Xx. 0000 Xxxx 0 Xxxxxx Xx Xxxxx Xxxxxxxxxxx, Xxxxx Land and Buildings 000/0 Xxx 0X Xxxxxxxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxx 00000 Xxxxxxxx Xxxxxxxxx Xxxxxx Xx. 00 The 4th Industrial Zone The 6th of October City, Egypt Land and Buildings Leased Real Estate: 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 000 Xxx 00, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 0000 Xxxxxx Xxxx Houston, TX 77293 SCHEDULE 3.15 to Credit Agreement

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Borrower may withdraw a Dutch Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as Purchase Offer only if no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representativeof withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that canceled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch Auction shall Purchase Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of in Section 10.6(c) 2.23 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the Borrower is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly Borrower to the respective assigning Term Loan Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch Auction Purchase Offer will be determined by the Auction Manager, in consultation with the BorrowersBorrower, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 2.23 of the Credit Agreement or this Exhibit B. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the BorrowersBorrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.23 of the Credit Agreement or this Exhibit B. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective its Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries Loan Parties, or any of their Affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity This Exhibit B shall not require the Borrower to initiate any Purchase Offer. [FORM OF] BORROWING REQUEST JPMorgan Chase Bank, N.A., as such under a Dutch Auction shall be entitled Administrative Agent Loan and Agency Services Group 00 Xxxxx Xxxxxxxx, Xxxxx 00 Xxxxxxx, XX 00000 Attention: April Yebd Fax: (000) 000-0000 Copy to: JPMorgan Chase Bank, N.A., as Administrative Agent 000 X. Xxxxxxx Xx., Xxxxx 0 Xxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxxxxxxx Fax: (000) 000-0000 [Date] Ladies and Gentlemen: Reference is made to the benefits Credit Agreement dated as of the provisions of Sections 9April 1, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement 2014 (as amended, restated, supplemented or otherwise modified from time to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Managertime, each reference therein to the “Credit Documents” were a reference to Agreement”), among CoStar Group, Inc. (the Offer Documents“Borrower”), CoStar Realty Information, Inc. (the “Co-Borrower”), the Auction Notice Lenders party thereto and Auction Assignment and Acceptance and each reference therein to JPMorgan Chase Bank, N.A., as the “Transactions” were Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. This notice constitutes a reference to the transactions contemplated hereby Borrowing Request and the Administrative Agent shall cooperate with Borrower hereby gives you notice, pursuant to Section [2.03] [2.04] of the Auction Manager as reasonably requested by Credit Agreement, that it requests a Borrowing under the Auction Manager in order to enable it to perform its responsibilities Credit Agreement, and duties in connection therewith specifies the following information with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary respect to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenantssuch Borrowing:

Additional Procedures. Once initiated by an Auction NoticeThe Company has established additional procedures in order to assist the Company in the administration of this Policy, to facilitate compliance with laws prohibiting ixxxxxx xxxxxxx while in possession of material non-public information and to avoid the Borrowers may withdraw a Dutch Auction by written notice appearance of any impropriety. Individuals and entities subject to our quarterly or event-specific trading restrictions as described below, including directors, officers, and employees of the Auction Manager no later than 24 hours before the original Expiration Time so long Company or one of its subsidiaries, as no Qualifying Bids well as their respective Family Members and Controlled Entities, as such individuals have been received designated and notified by the Auction Manager at or prior our General Counsel, are referred to the time the Auction Manager receives such written notice from the Borrower Representative. Any Return Bid (including any component bid thereof) delivered to the Auction Manager herein as “Designated Persons.” Pre-Clearance Procedures Designated Persons may not engage in any transaction in Company Securities without first obtaining pre-clearance of the transaction in writing from our General Counsel, who must consult with the Chairman of the Board (or, if the Chairman of the Board proposes to make any transaction in Company Securities, then a member of the Audit Committee of the Board) on any request for pre-clearance. A request for pre-clearance should be modified, revoked, terminated or cancelled; provided that a Term Loan Lender may modify a Return Bid submitted to our General Counsel in writing at any time prior least three business days in advance of the proposed transaction. Our General Counsel will make every effort to the Expiration Time solely respond to reduce the Reply Price included in such Return Bidrequests as quickly and expeditiously as possible. However, our General Counsel is not obligated to approve a Dutch Auction shall become void if transaction submitted for pre-clearance, and he or she may determine not to permit the Borrowers fail trade. If our General Counsel proposes to satisfy one or more make any transaction in Company Securities, then our Chief Executive Officer (who must consult with the Chairman of the conditions Board and with assistance from counsel other than our General Counsel) will be responsible for pre-clearing or denying the proposed trade in accordance with the procedures outlined herein. If a request for pre-clearance is denied, then the individual who made the request should refrain from initiating any transaction in Company Securities and should not inform any other person of the restriction. If a request for pre-clearance is approved, then the individual who made the request has three business days to affect the transaction (or, if sooner, before commencement of a quarterly or event-driven Blackout Period). In the case of a pre-clearance for a 10b5-1 Plan, the plan must be established within seven business days (or, if sooner, before commencement of a quarterly or event-driven Blackout Period). When a request for pre-clearance is made, the requestor should carefully consider whether he or she may be aware of any material non-public information about the Company and should describe fully those circumstances when requesting pre-clearance. To facilitate the process, the Company has prepared the pre-clearance form attached to this Policy as Exhibit A. You are encouraged to complete and provide the pre-clearance form to our General Counsel when requesting pre- clearance. You remain obligated to timely submit pre-clearance requests in writing, however, should you choose not to complete and return the pre-clearance form attached to this Policy. Under no circumstance may a person trade or initiate a 10b5-1 Plan while aware of material non-public information about the Company, even if pre-cleared. Thus, if you become aware of material non-public information after receiving pre-clearance, but before the trade has been executed or the 10b5-1 Plan has been initiated, then you must not affect the pre-cleared transaction or initiate the pre-cleared plan. Quarterly Trading Restrictions Designated Persons must not trade Company Securities during certain periods (“Blackout Periods”) closely related to the purchase preparation and announcement of Term Loans set forth in, or to otherwise comply with the provisions of Section 10.6(c) of the Second Lien Credit and Guaranty Agreementour earnings. The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch Auction will be determined by the Auction ManagerOur General Counsel, in consultation with the Borrowersour Chief Executive Officer and Chief Financial Officer, and the Auction Manager’s determination will determine which employees will be conclusivesubject to these quarterly trading restrictions and notify such Designated Persons that they are subject to the restrictions. Our Blackout Periods include: · with respect to our first fiscal quarter, absent manifest error. The Auction Manager’s interpretation the Blackout Period will begin on the 20th calendar day of March and end after two full business days have passed after the public release of our earnings results for the first quarter; · with respect to our second fiscal quarter, the Blackout Period will begin on the 20th calendar day of June and after two full business days have passed after the public release of our earnings results for the second quarter; · with respect to our third fiscal quarter, the Blackout Period will begin on the 20th calendar day of September and end after two full business days have passed after the public release of our earnings results for the third quarter; and · with respect to our fourth fiscal quarter, the Blackout Period will begin on the 15th calendar day of December and end on the third business day following the date of the terms public release of our earnings results for the fourth quarter. Under very limited circumstances, a person (other than our directors and conditions Section 16 officers) subject to this restriction may be permitted to trade during a Blackout Period, but only if our General Counsel concludes that the person does not in fact possess material non-public information. Persons wishing to trade during a Blackout Period must contact our General Counsel for approval at least three business days in advance of any proposed transaction involving Company Securities, as described above. Event-Specific Trading Restriction Periods There may be times when our directors or a limited number of officers and employees have knowledge of an event (e.g., a potential transaction) that is or may be material to the Offer DocumentCompany. It may be appropriate in these circumstances to prohibit those directors, officers and employees, as well as their Family Members and Controlled Entities, from trading Company Securities while the event remains material and nonpublic. Our General Counsel, in consultation with the Borrowersour Chief Executive Officer and Chief Financial Officer, will determine whether an event is material, and whether certain officers and employees will be final subject to the event-specific trading restrictions, and bindingnotify such Designated Persons. None Moreover, our financial results may be sufficiently material in a particular quarter that, in the judgment of our General Counsel, these situations would require that Designated Persons should refrain from trading in Company Securities even sooner than the Administrative Agenttypical Blackout Period described above. In that situation, our General Counsel may notify Designated Persons that they should not trade in the Company’s Securities, without disclosing the reason for the restriction. The existence of an event-specific trading restriction period or extension of a Blackout Period will not be announced to the Company as a whole and should not be communicated to other persons. Even if our General Counsel has not designated you as a person who should not trade due to an event-specific restriction, you should not trade while aware of material non-public information. Exceptions will not be granted during an event-specific trading restriction period. Exceptions Quarterly and event-driven trading restrictions do not apply to transactions not subject to this Policy, as described above under the headings “Transactions Under Company Plans” and “Transactions Not Involving a Purchase or Sale.” In addition, the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility requirement for the accuracy or completeness of the information concerning the Borrowers, the Restricted Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby pre-clearance and the Administrative Agent shall cooperate with quarterly and event-driven trading restrictions do not apply to transactions conducted pursuant to approved Rule 10b5-1 plans, described under the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenantsheading “Rule 10b5- 1 Plans.”

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Borrower may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, (i) as of such time, no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from (ii) the Borrower Representativehas failed to meet a condition set forth in Section 2.25 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with of any applicable Class by the provisions Borrower required by the terms and conditions of Section 10.6(c) 2.25 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the Borrower is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly Borrower to the respective assigning Term Loan Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans of each applicable Class that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersBorrower, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 2.25 of the Credit Agreement or this Exhibit F. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the BorrowersBorrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.25 of the Credit Agreement or this Exhibit F. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries Loan Parties, or any of their Affiliates affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit F shall not require the Borrower to initiate any Auction. EXHIBIT G [Reserved] EXHIBIT H FORM OF [TERM][REVOLVING] NOTE $[ ] New York, New York [Date] FOR VALUE RECEIVED, [BORROWER] hereby promises to pay to [LENDER] or its registered assigns (the “Lender”), in lawful money of the United States of America in immediately available funds, to the Administrative Agent’s payment office initially located at 901 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000-0000 Xxxention: Xxxxxx Xxxxxxx on the [Term][Revolving] Facility Maturity Date (as defined in the Agreement) the principal sum of [ ] DOLLARS ($[ ]) or, if less, the unpaid principal amount of all Term Loans (as defined in the Agreement) made by the Lender pursuant to the Agreement, payable at such times and in such amounts as are specified in the Agreement. The Auction Manager acting Borrower also promises to pay interest on the unpaid principal amount of each [Term] [Revolving Facility] Loan made by the Lender in its capacity like money at said office from the date hereof until paid at the rates and at the times provided in Section 2.13 of the Agreement. This Note is one of the Notes referred to in Section 2.09(e) of the Credit Agreement, dated as such under of June 19, 2017, among CenturyLink Escrow, LLC, a Dutch Auction shall Delaware limited liability company, to be merged with and into CenturyLink, Inc., a Louisiana corporation, as Borrower, the lenders from time to time party thereto (including the Lender), the issuing banks from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent and Swingline Lender (as amended, restated, modified and/or supplemented from time to time, the “Agreement”) and is entitled to the benefits thereof and of the other Loan Documents (as defined in the Agreement). This Note is secured in accordance with the Security Documents (as defined in the Agreement) and is entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of Guarantees (as defined in the Second Lien Credit and Guaranty Agreement Agreement) provided by the Guarantors pursuant to the same extent Loan Documents (as if each reference therein such term is defined in the Agreement). As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the “Administrative Agent” were a reference [Term] [Revolving] Facility Maturity Date, in whole or in part, and [Term] [Revolving Facility] Loans may be converted from one Type (as defined in the Agreement) into another Type to the Auction Managerextent provided in the Agreement. In case an Event of Default (as defined in the Agreement) shall occur and be continuing, each reference therein the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE AGREEMENT. THIS NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EXHIBIT I FORM OF PERFECTION CERTIFICATE [See Attached] Exhibit I PERFECTION CERTIFICATE Reference is hereby made to (i) that certain Collateral Agreement dated as of [ ], 2017 (the “Collateral Agreement”), among the Guarantors party thereto (collectively, the “Guarantors”) and Bank of America, N.A., as the collateral agent (in such capacity, the “Collateral Agent”) and (ii) that certain Credit Agreement dated as of June 19, 2017 (the “Credit Documents” were a reference to Agreement”) among CenturyLink Escrow, LLC, as borrower, certain other parties thereto and Bank of America, N.A., as Administrative Agent, Collateral Agent and Swingline Lender. Capitalized terms used but not defined herein have the Offer Documents, meanings assigned in the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsCredit Agreement.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers applicable Borrower may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, (i) as of such time, no Qualifying Bids have Bid has been received by the Auction Manager at or prior (ii) the applicable Borrower has failed to meet a condition set forth in Section 2.24 of the time the Auction Manager receives Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such written notice from the Borrower RepresentativeLender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with of any applicable Class by the provisions applicable Borrower required by the terms and conditions of Section 10.6(c) 2.24 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the applicable Borrower is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly applicable Borrower to the respective assigning Term Loan Lender on a settlement date as determined jointly by the applicable Borrower and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers applicable Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans of each applicable Class that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the Borrowersapplicable Borrower, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 2.24 of the Credit Agreement or this Exhibit C. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the Borrowersapplicable Borrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.24 of the Credit Agreement or this Exhibit C. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowersapplicable Borrower, the Restricted Subsidiaries Loan Parties, or any of their Affiliates affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix Exhibit C shall not require any the applicable Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN EXHIBIT D FORM OF LETTER OF CREDIT AND GUARANTY AGREEMENT PostREQUEST Dated [ ] JPMORGAN CHASE BANK, N.A., as Administrative Agent, under that certain Credit Agreement, dated as of April 27, 2017 (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, the “Credit Agreement”), among ENDO INTERNATIONAL PLC, ENDO LUXEMBOURG FINANCE COMPANY I S.À X.X., ENDO LLC, the Lenders from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender. JPMorgan Chase Bank, N.A. 00 X. Xxxxxxxx Chicago, IL 60603 Attention: Xxxx Xxxxxx [[ 1 ], as Issuing Bank under the Credit Agreement ] Attention: [ ] Ladies and Gentlemen: [Pursuant to Section 2.06(b) of the Credit Agreement, we hereby request that the Issuing Bank referred to above issue a [Trade][Standby] Letter of Credit for the account of the undersigned on [ 2 ] (the “Date of Issuance”) in the aggregate amount of [ 3 ]. The Letter of Credit shall be [a Dollar Tranche Letter of Credit denominated in Dollars][a Multicurrency Tranche Letter of Credit in [ 4 ], which is an Agreed Currency].]5 [Pursuant to Section 2.06(b) of the Credit Agreement, we hereby request that the Issuing Bank referred to above [amend][renew][extend] the Letter of Credit [ ]6 on [ 7 ] (the “Date of Modification”) to provide that [ ]8.]9 1 Insert name and address of Issuing Bank. For [Standby ]Letters of Credit issued by JPMorgan Chase Bank, N.A. insert: JPMorgan Chase Bank, N.A., 00 X Xxxxxxxx, Xxxxxxx XX 00000, Telecopy No. (3120732-Closing Covenants4754, Email: xxx.xxxxxx.xxx@xxxxxxxx.xxx. For Trade Letters of Credit issued by JPMorgan Chase Bank, N.A., insert: JPMorgan Chase Bank, N.A., 00 X Xxxxxxxx, Xxxxxxx XX 00000, Telecopy No. (3120732-4754, Email: xxx.xxxxxx.xxx@xxxxxxxx.xxx. For Letters of Credit issued by another Issuing Bank, insert the correct notice information for that Issuing Bank.

Additional Procedures. Once initiated In connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender will be obligated to accept the prepayment of the entirety or its pro rata portion of its applicable Class or Classes of Term Loans in the Reply Amount at the Applicable Discounted Price. The Borrower will not have any obligation to prepay any Term Loans outside of the applicable Discount Range nor will any Return Bids outside such applicable Discount Range be considered in any calculation of the Applicable Discounted Price or satisfaction of the Auction Amount. Each prepayment of Term Loans in an Auction Noticeshall be consummated pursuant to procedures (including as to response deadlines for Return Bids, settlement periods, rounding amounts, type and Interest Period of accepted Term Loans, and calculation of Applicable Discounted Price referred to above) established by the Borrowers Administrative Agent and agreed to by the Borrower. The Borrower may withdraw a Dutch extend the Acceptance Date of an Auction by written notice to the Auction Manager no later than given at least 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by Acceptance Date set forth in the Auction Manager at Notice. The provisions of this Exhibit G shall not limit or prior restrict the Borrower from making voluntary prepayments of any Term Loans in accordance with Section 2.11(a) of this Agreement. Annex A to Exhibit G FORM OF AUCTION NOTICE [Insert Administrative Agent Contact Details] Re: Auction Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of April 9, 2010 (as amended from time to time, the Auction Manager receives such written notice “Credit Agreement”), among Affinion Group Holdings, Inc., Affinion Group, Inc. (the “Borrower”), the Lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent for the Borrower RepresentativeLenders. Any Return Bid (including any component bid thereof) delivered to Capitalized terms used but not otherwise defined herein shall have the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch Auction shall become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans meanings set forth in, or to otherwise comply with in the provisions of Section 10.6(c) of the Second Lien Credit and Guaranty Agreement. The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch Auction will be determined by the Auction Manager, in consultation with the Borrowers, Agreement and the Auction Manager’s determination will be conclusive, absent manifest errorProcedures. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the Borrowers, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the Restricted Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled Borrower hereby gives notice to the benefits of Lenders that it desires to conduct the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch following Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants:

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Offeror may withdraw a Dutch an Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower RepresentativeBorrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch an Auction shall become void if the Borrowers fail Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans set forth inin Section 10.06(f) of the Credit Agreement, as applicable, or to otherwise comply with any of the provisions of such Section 10.6(c) of the Second Lien Credit and Guaranty Agreement10.06(f). The purchase price for all Term Loans purchased in a Dutch an Auction shall be paid in cash by the Borrowers Offeror directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers Offeror (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersOfferor, and the Auction Manager’s determination will be conclusive, absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the BorrowersOfferor, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the Restricted Borrower or its Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch an Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 Article IX and 10.3 Section 10.04 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Exhibit J shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY EXHIBIT K AFFILIATE ASSIGNMENT AGREEMENT Post-Closing CovenantsThis Affiliate Assignment Agreement (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]12 hereunder are several and not joint.]13 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], 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 contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all the outstanding rights and obligations under the Term Facility identified below and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Offeror may withdraw a Dutch Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower RepresentativeManager. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch Auction shall become void if the Borrowers fail Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans set forth inin Section 9.04(e) of the Credit Agreement, as applicable, or to otherwise comply with any of the provisions of such Section 10.6(c) of the Second Lien Credit and Guaranty Agreement9.04(e). The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers Offeror directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers Offeror (which shall be no later than ten (10) Business Days after the final date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch Auction will be determined by the Auction Manager, in consultation with Manager and the BorrowersOfferor, and the Auction Manager’s their determination will be conclusive, absent manifest error. The Auction Manager’s and the Offeror’s interpretation of the terms and conditions of the Offer Document, in consultation with the Borrowers, Document will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 Article VIII and 10.3 Section 8.05 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Schedule 1.01C shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers may withdraw a Dutch Borrower must, in accordance with Section 2.12(g)(iii) of the Credit Agreement, terminate any Auction by written notice Prepayment Offer if it reasonably believes that it will fail to satisfy one or more of the Auction Manager no later than 24 hours before conditions set forth in Section 2.12(g)(ii) of the original Expiration Time so long as no Qualifying Bids Credit Agreement which are required to be met at the time which otherwise would have been received by the Auction Manager at or prior to the time the of prepayment of Term Loans pursuant to such Auction Manager receives such written notice from the Borrower RepresentativePrepayment Offer. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall Prepayment Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans prepayment set forth in, or to otherwise comply in Section 2.12 of the Credit Agreement are not met. The Borrower shall pay the aggregate purchase price in respect of all Qualifying Bids for which prepayment by the Borrower is required in accordance with the foregoing provisions of Section 10.6(c) to the Administrative Agent for the account of the Second Lien Credit and Guaranty Agreement. The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers directly to the respective assigning Term Loan Lender applicable Lenders not later than 2:00 p.m. on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction Prepayment Offer will be determined by the Auction Manager, in consultation with the BorrowersBorrower, and the Auction Manager’s their determination will be conclusivefinal and binding so long as such determination is not inconsistent with the terms of Section 2.12(g) of the Credit Agreement or this Exhibit C, absent manifest erroras determined by the Auction Manager in good faith. The Auction Manager’s interpretation of the terms and conditions of the Offer DocumentAuction Notice, in consultation with the BorrowersBorrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 2.12(g) of the Credit Agreement or this Exhibit C, as determined by the Auction Manager in good faith. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the Restricted Subsidiaries Parent or any of their its Affiliates (whether contained in the Offer Documents an Auction Notice or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix Exhibit C shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch AuctionAuction Prepayment Offer. C - 3 Auction Procedures EXHIBIT D FORM OF BORROWING REQUEST / INTEREST ELECTION REQUEST Date: ___________, nor shall any Term Loan _____ To: Truist Bank, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of December 1, 2022 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among EVERTEC, Inc., a Puerto Rican corporation (“Parent”), EVERTEC Group, LLC, a Puerto Rican limited liability company (the “Borrower”), the Lenders and L/C Issuers party thereto from time to time, and Truist Bank, as Administrative Agent, Collateral Agent, Swingline Lender be obligated to participate in any Dutch Auctionand an L/C Issuer. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsThe undersigned hereby requests (select one): ☐ A Borrowing of [Revolving Facility][Term A][Term B] Loans ☐ A conversion or continuation of [Revolving Facility][Term A][Term B] Loans

Additional Procedures. Once initiated by an Auction Notice, the Borrowers applicable Purchasing Borrower Party may withdraw a Dutch an Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as Purchase Offer only if no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representativeof withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall Purchase Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of in Section 10.6(c9.04(f) of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the applicable Purchasing Borrower Party is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly such Purchasing Borrower Party to the respective assigning Term Loan Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers applicable Purchasing Borrower Party shall execute each applicable Auction Affiliated Lender Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the Borrowersapplicable Purchasing Borrower Party, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 9.04(f) of the Credit Agreement or this Exhibit F. The Auction Manager’s interpretation of the terms and conditions of the Offer DocumentAuction Notice, in consultation with the Borrowersapplicable Purchasing Borrower Party, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 9.04(f) of the Credit Agreement or this Exhibit F. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowersapplicable Purchasing Borrower Party, the Restricted Subsidiaries Loan Parties or any of their respective Affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit F shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT G [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Auction Manager acting Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and 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 referred to below and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (a) all the Assignor’s rights and obligations in its capacity as such a Lender under a Dutch Auction shall be entitled the Credit Agreement and any other documents or instruments delivered pursuant thereto to the benefits extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the provisions Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of Sections 9, 10.2 action and 10.3 any other right of the Second Lien Credit and Guaranty Agreement to the same extent Assignor (in its capacity as if each reference therein to the “Administrative Agent” were a reference to the Auction ManagerLender) against any Person, each reference therein to the “Credit Documents” were a reference to the Offer Documentswhether known or unknown, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties arising under or in connection with each Dutch Auction. This Appendix C shall not require the Credit Agreement, any Borrower other documents or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate instruments delivered pursuant thereto or the loan transactions governed thereby or in any Dutch Auctionway 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 by the Assignor to the Assignee pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsSuch sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Offeror may withdraw a Dutch an Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice notice; provided that that the Offeror’s obligation to purchase Refinancing Term Loans from any Lender shall be conditioned on (i) such Lender making the Borrower Representativerepresentations and warranties set forth in the Affiliate Assignment Agreement and (ii) there being no pending actions, suits or proceedings pending or threatened, in each case brought by a third party, in writing that seek to enjoin such Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch an Auction shall become void if the Borrowers fail Offeror fails to satisfy one or more of the conditions to the purchase of Refinancing Term Loans set forth inin Section 9.04(b) of the Credit Agreement, as applicable, or to otherwise comply with any of the provisions of such Section 10.6(c) of the Second Lien Credit and Guaranty Agreement9.04(b). The purchase price for all Refinancing Term Loans purchased in a Dutch an Auction shall be paid in cash by the Borrowers Offeror directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers Offeror (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Offeror shall execute each applicable Auction Affiliate Assignment and Acceptance Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Refinancing Term Loans that are the subject of a Dutch an Auction will be determined by the Auction ManagerManager in accordance with the terms of the Loan Documents, in consultation with the BorrowersOfferor, and the Auction Manager’s determination will be conclusive, absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the Borrowers, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the Restricted Borrower or its Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch an Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 Article 8 and 10.3 Section 9.03 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Exhibit L shall not require any the Borrower or any Restricted Subsidiary of its Subsidiaries to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsEXHIBIT M FORM OF COMPLIANCE CERTIFICATE This Compliance Certificate (this “Certificate”) is delivered pursuant to Section 5.01(e) of the Amended and Restated Credit Agreement dated as of the First Amendment Effective Date (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”), among Xxxxxxx Kodak Company (the “Borrower”), the Lenders party thereto, and Alter Domus (US) LLC, as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

Additional Procedures. Once initiated Furthermore, in connection with any Auction, upon submission by an Auction Noticea Lender of a Return Bid, the Borrowers may withdraw a Dutch Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids such Lender will not have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representativeany withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with by the provisions Purchaser required by the terms and conditions of Section 10.6(c9.04(k) of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price for all Term each purchase of Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers Purchaser [directly to the respective assigning Term Loan Lender Lender] [to [the Auction Manager] [a paying agent selected by the Purchaser] on behalf of the respective assigning Lender] on a settlement date as determined by the Auction Manager in consultation with the Borrowers Purchaser (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Purchaser shall execute each applicable Auction Borrower Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersPurchaser, and the Auction Manager’s which determination will be conclusive, absent manifest errorfinal and binding. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the BorrowersPurchaser, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersPurchaser, the Restricted Subsidiaries Credit Parties, or any of their Affiliates (whether contained in the Offer Auction Documents or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The This Exhibit Q shall not require the Purchaser to initiate any Auction. Annex A to Exhibit Q to the Credit Agreement AUCTION NOTICE [Borrower Letterhead] [ ], as Auction Manager acting [ ] [ ] Attention: [ ] Fax No.: [ ] Email: [ ]@xx.xxx Re: Loan Auction Ladies and Gentlemen: Reference is made to that certain Term Loan Credit Agreement, dated as of March 21, 2013 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among SUPERVALU INC., a Delaware corporation (“Borrower”), the Guarantors party thereto, the Lenders party thereto from time to time (the “Lenders”), Xxxxxxx Xxxxx Bank USA, as Administrative Agent and Collateral Agent, and the other agents named therein. Capitalized terms used but not defined herein have the meanings given to such terms in its capacity as such under a Dutch the Credit Agreement. SUPERVALU INC. (the “Purchaser”) hereby gives notice to the Lenders that it desires to conduct the following Auction: · Auction Amount: $[ ] in principal amount of Loans34 · Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Loans. The Purchaser acknowledges that this Auction Notice may not be withdrawn other than in accordance with the Auction Procedures. The Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate consummated in accordance with the Auction Manager as reasonably requested by Procedures with all Return Bids due no later than [1:00] p.m. (New York time) on [ ]. The Purchaser hereby represents and warrants that no Default or Event of Default has occurred and is continuing or would result from such repurchase and Borrower will not use the Auction Manager in order proceeds of any loans under the ABL Facility to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenantsacquire such Loans.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Borrower may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, as of such time, no Qualifying Bids have Bid has been received by the Auction Manager or the Borrower has failed, or in good faith believes it will fail, to satisfy one or more conditions set forth in Section 2.18 of the Credit Agreement which are required to be met at or prior the time which otherwise would have been the time of repayment of the Loans pursuant to the time the respective Auction. Furthermore, in connection with any Auction Manager receives with respect to a particular Class of Term B Loans, upon submission by a Term B Lender of a Return Bid, such written notice from the Borrower RepresentativeTerm B Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidB Lender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase prepayment of Term B Loans set forth in, or to otherwise comply of the applicable Class by the Borrower required by the terms and conditions of Section 2.18 of the Credit Agreement are not met. The prepayment amount in respect of each Qualifying Bid for which prepayment by the Borrower is required in accordance with the foregoing provisions of Section 10.6(c) of the Second Lien Credit and Guaranty Agreement. The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash directly by the Borrowers directly Borrower to the respective assigning Term Loan B Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrowers (which shall be no later than ten (10) Business Days after the date Return Bids are dueExpiration Time), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term B Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersBorrower, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 2.18 of the Credit Agreement or this Exhibit H. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the BorrowersBorrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.18 of the Credit Agreement or this Exhibit H. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries other Loan Parties, or any of their Affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Exhibit H shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan B Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsNone of the Administrative Agent, the Auction Manager, the Arrangers or any of their respective Related Parties makes any recommendation as to whether or not any Term B Lender should participate in any Auction or as to any Reply Price or Reply Amount. Each Term B Lender shall make its own independent decision as to whether to participate in any Auction and, if so, the principal amount and proposed price to be included in its Return Bid. Each Term B Lender should consult its own attorneys, business advisors and tax advisors as to legal, business, tax and related matters concerning any proposed Auction. EXHIBIT I Form of Solvency Certificate , 20__ This Solvency Certificate is being executed and delivered pursuant to Section 4.01(f) of that certain Credit Agreement, dated as of July 2, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Plantronics, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent. I, [ ], the [Chief Financial Officer/equivalent officer] of Borrower, in such capacity and not in an individual capacity, hereby certify as follows:

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Offeror may withdraw a Dutch an Auction by written notice to the Auction Manager no later than 24 hours before prior to the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower RepresentativeTime. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch an Auction shall become void if the Borrowers fail Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans set forth inin Section 10.04(k) of the Credit Agreement, as applicable, or to otherwise comply with any of the provisions of such Section 10.6(c) of the Second Lien Credit and Guaranty Agreement10.04(k). The purchase price for all Term Loans purchased in a Dutch an Auction shall be paid in cash by the Borrowers Offeror directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers consent of (not to be unreasonably withheld or delayed) the Offeror (which shall be no later than ten (10) Business Days after the date Return Bids are duedue unless extended with the consent of the Offeror), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the Borrowersconsent of (not to be unreasonably withheld or delayed) the Offeror, and the Auction Manager’s determination will be conclusive, final and binding absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the Borrowersconsent of the Offeror, will be final and bindingbinding absent manifest error. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries Loan Parties, or any of their Affiliates affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Immediately upon the consummation of an Auction pursuant to Section 10.04(k) of the Credit Agreement, the Term Loans subject to such Auction and all rights and obligations as a Lender related to such Term Loans shall for all purposes (including under the Credit Agreement, the other Loan Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect, and neither the Borrower nor any of its Subsidiaries shall obtain or have any rights as a Lender under the Credit Agreement or under the other Loan Documents by virtue of the acquisition of any Term Loans subject to such Auction. The Auction Manager acting in its capacity as such under a Dutch an Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 Article 9 and 10.3 Section 10.05 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Exhibit K shall not require any the Borrower or any Restricted Subsidiary of its Subsidiaries to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Borrower may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, (i) as of such time, no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from (ii) the Borrower Representativehas failed to meet a condition set forth in Section 1.12 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with by the provisions Borrower required by the terms and conditions of Section 10.6(c) 1.12 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the Borrower is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly Borrower to the respective assigning Term Loan Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersBorrower, and the Auction Manager’s their determination will be conclusive, absent manifest errorfinal and binding so long as such determination is not inconsistent with the terms of Section 1.12 of the Credit Agreement or this Schedule 1.12. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the BorrowersBorrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 1.12 of the Credit Agreement or this Schedule 1.12. None of the Administrative Agent, the Auction Manager, any Arranger, any other Agent Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries other Loan Parties, or any of their Affiliates affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Schedule 1.12 shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants3.7 to Credit Agreement ERISA Title IV Plans: GSE Lining Technology, LLC Group Health Insurance Multiemployer Plans: None. All material Benefit Plans: Gundle/SLT Environmental, Inc. 401(k) Plan SCHEDULE 3.8 to Credit Agreement MARGIN STOCK None. SCHEDULE 3.9 to Credit Agreement REAL ESTATE Owned Real Estate: 00000 Xxxxxx Xxxx Xxxxxxx, Xxxxx 00000 Land and Buildings 0000 Xxxxxxxx Xxx. Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Land and Buildings 0000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxx 00000 Land and Buildings 00X Xxxxxxx Xxxx Xxxxxxxxxxxxxx XX00XX Xxxxxx Xxxxxxx Land and Buildings Xxxxxx Xxxxxxx 0x X-00000 Xxxxxxx, Germany Land and Buildings Xx. 0000 Xxxx 0 Xxxxxx Xx Xxxxx Xxxxxxxxxxx, Xxxxx Land and Buildings 000/0 Xxx 0X Xxxxxxxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxx 00000 Xxxxxxxx Xxxxxxxxx Xxxxxx Xx. 00 The 4th Industrial Zone The 6th of October City, Egypt Land and Buildings Leased Real Estate: 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 000 Xxx 00, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 0000 Xxxxxx Xxxx Houston, TX 77293 SCHEDULE 3.15 to Credit Agreement

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Offeror may withdraw a Dutch an Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice notice; provided that that the Offeror’s obligation to purchase Term Loans from any Lender shall be conditioned on (i) such Lender making the Borrower Representativerepresentations and warranties set forth in the Affiliate Assignment Agreement and (ii) there being no pending actions, suits or proceedings pending or threatened, in each case brought by a third party, in writing that seek to enjoin such Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch an Auction shall become void if the Borrowers fail Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans set forth inin Section 9.04(b) of the Credit Agreement, as applicable, or to otherwise comply with any of the provisions of such Section 10.6(c) of the Second Lien Credit and Guaranty Agreement9.04(b). The purchase price for all Term Loans purchased in a Dutch an Auction shall be paid in cash by the Borrowers Offeror directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers Offeror (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Offeror shall execute each applicable Auction Affiliate Assignment and Acceptance Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction ManagerManager in accordance with the terms of the Loan Documents, in consultation with the BorrowersOfferor, and the Auction Manager’s determination will be conclusive, absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the Borrowers, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the Restricted Borrower or its Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch an Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 Article 8 and 10.3 Section 9.03 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Exhibit L shall not require any the Borrower or any Restricted Subsidiary of its Subsidiaries to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsEXHIBIT M FORM OF COMPLIANCE CERTIFICATE This Compliance Certificate (this “Certificate”) is delivered pursuant to Section 5.01(e) of the Credit Agreement dated as of February 26, 2021 (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”), among Xxxxxxx Kodak Company (the “Borrower”), the Lenders party thereto, and Alter Domus (US) LLC, as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers may withdraw a Dutch Auction by written notice must, in accordance with Section 2.16(b) of the Credit Agreement, terminate any Discounted Voluntary Prepayment Offer if it reasonably believes that it will fail to satisfy one or more of the Auction Manager no later than 24 hours before conditions set forth in Section 2.16(a) of the original Expiration Time so long as no Qualifying Bids Credit Agreement which are required to be met at the time which otherwise would have been received by the Auction Manager at or prior to the time the Auction Manager receives of prepayment of Term Loans pursuant to such written notice from the Borrower RepresentativeDiscounted Voluntary Prepayment Offer. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch Auction shall Discounted Voluntary Prepayment Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans prepayment set forth in, or to otherwise comply with the provisions of in Section 10.6(c) 2.16 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The Borrowers shall pay the aggregate purchase price in respect of all Qualifying Bids for all Term Loans purchased in a Dutch Auction shall be paid in cash which prepayment by the Borrowers directly are required in accordance with the foregoing provisions to the respective assigning Term Loan Lender Administrative Agent for the account of the applicable Lenders not later than 2:00 p.m. on a settlement date as determined jointly by the Borrowers and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch Auction Discounted Voluntary Prepayment Offer will be determined by the Auction Manager, in consultation with the Borrowers, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 2.16 of the Credit Agreement or this Exhibit I. The Auction Manager’s interpretation of the terms and conditions of the Offer DocumentAuction Notice, in consultation with the Borrowers, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.16 of the Credit Agreement or this Exhibit I. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the Restricted Subsidiaries Loan Parties, or any of their Affiliates (whether contained in the Offer Documents an Auction Notice or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Exhibit I shall not require any either Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsDiscounted Voluntary Prepayment Offer.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers may withdraw a Dutch Borrower must, in accordance with Section 2.12(g)(iii) of the Credit Agreement, terminate any Auction by written notice Prepayment Offer if it reasonably believes that it will fail to satisfy one or more of the Auction Manager no later than 24 hours before conditions set forth in Section 2.12(g)(ii) of the original Expiration Time so long as no Qualifying Bids Credit Agreement which are required to be met at the time which otherwise would have been received by the Auction Manager at or prior to the time the of prepayment of Term Loans pursuant to such Auction Manager receives such written notice from the Borrower RepresentativePrepayment Offer. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall Prepayment Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans prepayment set forth in, or to otherwise comply in Section 2.12 of the Credit Agreement are not met. The Borrower shall pay the aggregate purchase price in respect of all Qualifying Bids for which prepayment by the Borrower is required in accordance with the foregoing provisions of Section 10.6(c) to the Administrative Agent for the account of the Second Lien Credit and Guaranty Agreement. The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers directly to the respective assigning Term Loan Lender applicable Lenders not later than 2:00 p.m. on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction Prepayment Offer will be determined by the Auction Manager, in consultation with the BorrowersBorrower, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 2.12(g) of the Credit Agreement or this Exhibit C. The Auction Manager’s interpretation of the terms and conditions of the Offer DocumentAuction Notice, in consultation with the BorrowersBorrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.12(g) of the Credit Agreement or this Exhibit C. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries Loan Parties, or any of their Affiliates (whether contained in the Offer Documents an Auction Notice or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix Exhibit C shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch AuctionAuction Prepayment Offer. Auction Procedures EXHIBIT D FORM OF BORROWING REQUEST/INTEREST RATE REQUEST Date: , nor shall any Term Loan Lender be obligated To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to participate that certain Credit Agreement, dated as of April 17, 2013 (as amended, restated, extended, supplemented or otherwise modified in any Dutch Auctionwriting from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among EVERTEC Intermediate Holdings, LLC (formerly known as Carib Holdings, LLC), a Puerto Rican limited liability company (“Holdings”), EVERTEC Group, LLC (formerly known as EVERTEC, LLC), a Puerto Rican limited liability company (the “Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsThe undersigned hereby requests (select one): ¨ A Borrowing of [Revolving Facility][Term A][Term B] Loans ¨ A conversion or continuation of [Revolving Facility][Term A][Term B] Loans

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Company may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, (i) as of such time, no Qualifying Bids have Bid has been received by the Auction Manager at or prior (ii) the Company has failed to meet a condition set forth in Section 2.24 of the time the Auction Manager receives Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such written notice from the Borrower RepresentativeLender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with of any applicable Class by the provisions Company required by the terms and conditions of Section 10.6(c) 2.24 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the Company is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly Company to the respective assigning Term Loan Lender on a settlement date as determined jointly by the Company and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Company shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans of each applicable Class that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersCompany, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 2.24 of the Credit Agreement or this Exhibit L. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the BorrowersCompany, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.24 of the Credit Agreement or this Exhibit L. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersCompany, the Restricted Subsidiaries Loan Parties, or any of their Affiliates affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Exhibit L shall not require any Borrower or any Restricted Subsidiary the Company to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsEXHIBIT M FORM OF PERFECTION CERTIFICATE (See Attached) PERFECTION CERTIFICATE

Additional Procedures. Once initiated by an Auction Notice, the Borrowers applicable Purchasing Borrower Party may withdraw a Dutch an Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as Purchase Offer only if no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representativeof withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall Purchase Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of in Section 10.6(c9.04(f) of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the applicable Purchasing Borrower Party is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly such Purchasing Borrower Party to the respective assigning Term Loan Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers applicable Purchasing Borrower Party shall execute each applicable Auction Affiliated Lender Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the Borrowersapplicable Purchasing Borrower Party, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 9.04(f) of the Credit Agreement or this Exhibit M. The Auction Manager’s interpretation of the terms and conditions of the Offer DocumentAuction Notice, in consultation with the Borrowersapplicable Purchasing Borrower Party, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 9.04(f) of the Credit Agreement or this Exhibit M. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowersapplicable Purchasing Borrower Party, the Restricted Subsidiaries Loan Parties or any of their respective Affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled Notwithstanding anything to the benefits contrary contained herein or in any other Loan Document, this Exhibit M shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT N [FORM OF] CREDIT AGREEMENT JOINDER JOINDER AGREEMENT TO THE CREDIT AGREEMENT dated as of the provisions of Sections 9[ ], 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement 20[ ] (this “Joinder”), to the same extent Credit Agreement dated as if each reference therein to of June 3, 2020 (the “Credit Agreement”), among ChampionX Holding Inc., a Delaware corporation (the “Borrower”), the Lenders party thereto and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants”).

Additional Procedures. Once initiated by an Auction Notice, the Borrowers may withdraw a Dutch Auction by written notice Borrower must, in accordance with Section 2.17(b) of the Credit Agreement, terminate any Discounted Voluntary Prepayment Offer if it reasonably believes that it will fail to satisfy one or more of the Auction Manager no later than 24 hours before conditions set forth in Section 2.17(a) of the original Expiration Time so long as no Qualifying Bids Credit Agreement which are required to be met at the time which otherwise would have been received by the Auction Manager at or prior to the time the Auction Manager receives of prepayment of Term B Loans pursuant to such written notice from the Borrower RepresentativeDiscounted Voluntary Prepayment Offer. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidB Lender. However, a Dutch Auction shall Discounted Voluntary Prepayment Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans prepayment set forth in, or to otherwise comply in Section 2.17 of the Credit Agreement are not met. The Borrower shall pay the aggregate purchase price in respect of all Qualifying Bids for which prepayment by the Borrower are required in accordance with the foregoing provisions of Section 10.6(c) to the Administrative Agent for the account of the Second Lien Credit and Guaranty Agreement. The purchase price for all applicable Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers directly to the respective assigning Term Loan Lender B Lenders not later than 2:00 p.m. on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term B Loans that are the subject of a Dutch Auction Discounted Voluntary Prepayment Offer will be determined by the Auction Manager, in consultation with the BorrowersBorrower, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 2.17 of the Credit Agreement or this Exhibit H. The Auction Manager’s interpretation of the terms and conditions of the Offer DocumentAuction Notice, in consultation with the BorrowersBorrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.17 of the Credit Agreement or this Exhibit H. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries Loan Parties, or any of their Affiliates (whether contained in the Offer Documents an Auction Notice or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting This Exhibit H shall not require the Borrower to initiate any Discounted Voluntary Prepayment Offer. EXHIBIT I-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement dated as of November 30, 2017 (as amended, restated, supplemented or otherwise modified in its capacity writing from time to time, the “Credit Agreement”), among Entravision Communications Corporation, a Delaware corporation (the “Borrower”), Bank of America, N.A., as such under a Dutch Auction shall be entitled Administrative Agent, and each lender from time to the benefits of time party thereto. Pursuant to the provisions of Sections 9, 10.2 and 10.3 Section 3.01(e)(ii)(B) of the Second Lien Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and Guaranty Agreement beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the same extent Borrower as described in Section 881(c)(3)(C) of the Code and (v) no interest payments under any Loan Documents are effectively connected with its conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W‑8BEN (or W‑8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each reference payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: __________, 20[__] U.S. Tax Compliance Certificate EXHIBIT I-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement dated as of November 30, 2017 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Entravision Communications Corporation, a Delaware corporation (the “Borrower”), Bank of America, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 3.01(e)(ii)(B) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) no interest payments under any Loan Documents are effectively connected with its conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W‑8BEN (or W‑8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: __________, 20[__] U.S. Tax Compliance Certificate EXHIBIT I-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement dated as of November 30, 2017 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Entravision Communications Corporation, a Delaware corporation (the “Borrower”), Bank of America, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 3.01(e)(ii)(B) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its direct or indirect partners/members claiming the portfolio interest exemption (“Applicable Partners/Members”) is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its Applicable Partners/Members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (v) none of its Applicable Partners/Members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (vi) no interest payments under any Loan Documents are effectively connected with its or its Applicable Partners’/Members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W‑8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W‑8BEN (or W‑8BEN-E, as applicable) or (ii) an IRS Form W‑8IMY accompanied by an IRS Form W‑8BEN (or W‑8BEN-E, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: __________, 20[__] U.S. Tax Compliance Certificate EXHIBIT I-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement dated as of November 30, 2017 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Entravision Communications Corporation, a Delaware corporation (the “Borrower”), Bank of America, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 3.01(e)(ii)(B) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any of its direct or indirect partners/members claiming the portfolio interest exemption (“Applicable Partners/Members”) is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its Applicable Partners/Members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (v) none of its Applicable Partners/Members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (vi) no interest payments under any Loan Documents are effectively connected with its or its Applicable Partners’/Members’ conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W‑8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W‑8BEN (or W‑8BEN-E, as applicable) or (ii) an IRS Form W‑8IMY accompanied by an IRS Form W‑8BEN (or W‑8BEN-E, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: __________, 20[__] U.S. Tax Compliance Certificate EXHIBIT J FORM OF NOTICE OF LOAN PREPAYMENT TO: Bank of America, N.A., as Administrative Agent RE: Credit Agreement, dated as of November 30, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Entravision Communications Corporation, a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent DATE: [Date] The Borrower hereby notifies the Administrative Agent that on __________17 pursuant to the terms of Section 2.05 (Prepayments) of the Credit Agreement, the Borrower intends to prepay/repay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Term B Loans][Incremental Term Loans][Incremental Revolving Loans] in the following amount(s): ☐ Eurodollar Rate Loans: $__________18 Applicable Interest Period: ____________ ☐ Base Rate Loans: $__________19 Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. ENTRAVISION COMMUNICATIONS CORPORATION By: Name: Title: 1 Specify date of such prepayment. 2 Any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or if less, the entire principal amount thereof outstanding). 3 Any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or if less, the entire principal amount thereof outstanding). Notice of Loan Prepayment EXHIBIT K PERFECTION CERTIFICATE Reference is hereby made to (i) that certain Security Agreement dated as of ____________, 2017 (the “Security Agreement”), between Entravision Communications Corporation, a Delaware corporation (“Borrower”), the Guarantors party thereto (collectively, the “Guarantors”) and the Administrative Agent (as hereinafter defined) and (ii) that certain Credit Agreement dated as of ____________, 2017 (the “Credit Agreement”) among the Borrower, certain other parties thereto and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent” were a reference to ”). Capitalized terms used but not defined herein have the Auction Manager, each reference therein to meanings assigned in the “Credit Documents” were a reference to Agreement or the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsSecurity Agreement.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Borrower may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, (i) as of such time, no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from (ii) the Borrower Representativehas failed to meet a condition set forth in Section 2.21 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with by a Purchasing Borrower Party required by the provisions terms and conditions of Section 10.6(c) 2.21 of the Second Lien Credit and Guaranty AgreementAgreement are not met or waived. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by a Purchasing Borrower Party is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly such Purchasing Borrower Party to the respective assigning Term Loan Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten fifteen (1015) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be reasonably determined by the Auction Manager, in consultation with the BorrowersBorrower, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 2.21 of the Credit Agreement or this Exhibit I. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the BorrowersBorrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.21 of the Credit Agreement or this Exhibit I. None of the Administrative Agent, the Auction Manager, any other Agent Related Person or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries Loan Parties, or any of their Affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under This Exhibit I shall not require the Borrower, any other Loan Party or any of their Affiliates to initiate any Auction. Exhibit J to Credit Agreement Form of Sponsor PIK Note THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. WESTWOOD ONE, INC. SENIOR SUBORDINATED UNSECURED PIK NOTE [ ], 2011 Original Principal Amount: $[ ] Westwood One, Inc., a Dutch Auction shall be entitled Delaware corporation (the “Company”), hereby promises to pay to the benefits order of [ ] (together with any transferee permitted under the terms hereof, the “Holder”), in no event later than the Maturity Date, the principal amount of $[ ] or such lesser principal amount then outstanding, together with interest thereon calculated in accordance with the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to this Senior Subordinated Unsecured PIK Note (the “Administrative Agent” were a reference Note”). This Note and any Notes subsequently issued by the Company and having substantially similar terms are collectively referred to the Auction Manager, each reference therein to herein as the “Credit DocumentsNotes.” were a reference Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager such terms in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsSection 4 hereof.

Additional Procedures. Once No Borrower is required to undertake any Auction, but once initiated by an Auction Notice, a Borrower may not withdraw an Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will be obligated to sell the Borrowers may withdraw a Dutch entirety or its pro rata portion of the Reply Amount at the Applicable Discounted Price. The Borrower will not have any obligation to purchase any Applicable Loans outside of the applicable Discount Range nor will any Return Bids outside such applicable Discount Range be considered in any calculation of the Applicable Discounted Price or satisfaction of the Auction by written notice Amount. Each purchase of Applicable Loans in an Auction shall be consummated pursuant to procedures (including as to response deadlines, rounding amounts, type and Interest Period of accepted Applicable Loans, settlement procedures (including, to the extent Common Stock is used as Auction Manager Consideration, the calculation of the number of shares of Common Stock to be received by Lenders with a Qualifying Bid) and calculation of Applicable Discounted Price referred to above) established jointly by the Manager, the Administrative Agent and the Borrower. To the extent that no later than Lenders have validly tendered any Applicable Loans of a Class requested in an Auction Notice, the Borrower may amend such Auction Notice for such Applicable Loans at least 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the then-scheduled expiration time the Auction Manager receives for such written notice from Auction. In addition, the Borrower Representativemay extend the expiration time of an Auction at least 24 hours before such expiration time. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may The provisions of this Exhibit D shall not be modified, revoked, terminated limit or cancelled; provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch Auction shall become void if restrict the Borrowers fail to satisfy one or more from making voluntary prepayments of the conditions to the purchase of Term any Applicable Loans set forth in, or to otherwise comply in accordance with the provisions of Section 10.6(c) the Credit Agreement. Annex A FORM OF AUCTION NOTICE [Borrower Letterhead] [Manager] [Address] Attention: [ ] Credit Suisse AG, as Administrative Agent Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the Amended and Restated Credit Agreement dated as of March 28, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CBRE Services, Inc., a Delaware corporation, CBRE Limited, a limited company organized under the laws of England and Wales, CBRE Limited, a corporation organized under the laws of the Second Lien Credit province of New Brunswick, CBRE Pty Limited, a company organized under the laws of Australia and Guaranty Agreement. The purchase price for all Term Loans purchased registered in New South Wales, CBRE Limited, a Dutch Auction shall be paid in cash by company organized under the Borrowers directly laws of New Zealand, CBRE Group, Inc., a Delaware corporation, the lenders from time to time party thereto (the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers (which shall be no later than ten (10) Business Days after the date Return Bids are due“Lenders”), along with accrued and unpaid interest (if any) on Credit Suisse AG, as Administrative Agent and Collateral Agent for the applicable Term Loans up to Lenders. Capitalized terms used but not otherwise defined herein shall have the settlement date. The Borrowers shall execute each applicable Auction Assignment and Acceptance received meanings set forth in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch Auction will be determined by the Auction Manager, in consultation with the Borrowers, Credit Agreement and the Auction Manager’s determination will be conclusive, absent manifest errorProcedures set forth as Exhibit D thereto. The Auction Manager’s interpretation undersigned Borrower hereby gives notice to the holders of the terms and conditions of [Tranche A] [Tranche B] [Other Term] Loans that it desires to conduct the Offer Documentfollowing Auction: • Auction Amount: $[ ] [Tranche A] [Tranche B] [Other Term] Loans, in consultation with representing [the Borrowers, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the Restricted Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy total par principal amount of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall Term Loans offered to be entitled purchased] [the total cash amount offered to be paid pursuant to the benefits Auction] • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants[Tranche A] [Tranche B] [Other Term] Loans

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Offeror may withdraw a Dutch Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower RepresentativeManager. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch Auction shall become void if the Borrowers fail Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans set forth inin Section 9.04(f) of the Credit Agreement, as applicable, or to otherwise comply with any of the provisions of such Section 10.6(c) of the Second Lien Credit and Guaranty Agreement9.04(f). The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers Offeror directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers Offeror (which shall be no later than ten (10) Business Days after the final date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch Auction will be determined by the Auction Manager, in consultation with Manager and the BorrowersOfferor, and the Auction Manager’s their determination will be conclusive, absent manifest error. The Auction Manager’s and the Offeror’s interpretation of the terms and conditions of the Offer Document, in consultation with the Borrowers, Document will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 Article VIII and 10.3 Section 8.05 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C Schedule 1.01C shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction.Schedule 1.01D INITIAL MORTGAGED PROPERTIES 11, 12 and 00 Xxxxxxxxx Xxxxx, Chelmsford, Massachusetts 01824. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsSchedule 2.15 PAYMENT INSTRUCTIONS Exhibit 10.1 Execution Version ANNEX II 2018 Incremental Term B Loan Commitments 2018 INCREMENTAL TERM B LENDER 2018 INCREMENTAL TERM B LOAN COMMITMENT Xxxxxx Xxxxxxx Senior Funding, Inc. $350,000,000 TOTAL $350,000,000

Additional Procedures. Once initiated by an Auction Notice, the Borrowers applicable Purchasing Borrower Party may withdraw a Dutch an Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as Purchase Offer only if no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representativeof withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall Purchase Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of in Section 10.6(c9.04(f) of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the applicable Purchasing Borrower Party is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly such Purchasing Borrower Party to the respective assigning Term Loan Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers applicable Purchasing Borrower Party shall execute each applicable Auction Affiliated Lender Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the Borrowersapplicable Purchasing Borrower Party, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 9.04(f) of the Credit Agreement or this Exhibit F. The Auction Manager’s interpretation of the terms and conditions of the Offer DocumentAuction Notice, in consultation with the Borrowersapplicable Purchasing Borrower Party, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 9.04(f) of the Credit Agreement or this Exhibit F. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowersapplicable Purchasing Borrower Party, the Restricted Subsidiaries Loan Parties or any of their respective Affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit F shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT G [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Auction Manager acting Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and 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 referred to below and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (a) all the Assignor’s rights and obligations in its capacity as such a Lender under a Dutch Auction shall be entitled the Credit Agreement and any other documents or instruments delivered pursuant thereto to the benefits extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the provisions Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of Sections 9, 10.2 action and 10.3 any other right of the Second Lien Credit and Guaranty Agreement to the same extent Assignor (in its capacity as if each reference therein to the “Administrative Agent” were a reference to the Auction ManagerLender) against any Person, each reference therein to the “Credit Documents” were a reference to the Offer Documentswhether known or unknown, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties arising under or in connection with each Dutch Auction. This Appendix C shall not require the Credit Agreement, any Borrower other documents or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate instruments delivered pursuant thereto or the loan transactions governed thereby or in any Dutch Auctionway based on or related to any of the foregoing, 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 (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsSuch sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Purchaser may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, as of such time, no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such written notice from the Borrower RepresentativeLender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with by the provisions Purchaser required by the terms and conditions of Section 10.6(c10.6(i)(iii) of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the Purchaser is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash by the Borrowers Purchaser directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers Purchaser (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Purchaser shall execute each applicable Auction Borrower Assignment and Acceptance Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersPurchaser, and the Auction Manager’s which determination will be conclusive, absent manifest errorfinal and binding. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the BorrowersPurchaser, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersPurchaser, the Restricted Subsidiaries Credit Parties, or any of their Affiliates (whether contained in the Offer Documents or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The This Exhibit M shall not require the Purchaser to initiate any Auction. Annex A to Exhibit M to Second Lien Credit and Guaranty Agreement AUCTION NOTICE [Alion Science and Technology Corporation Letterhead] [ ], as Auction Manager acting in its capacity as such under a Dutch [Address] Attention: [ ] Fax No.: [ ] Email: [ ] Re: Term Loan Auction shall be entitled Ladies and Gentlemen: Reference is made to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent Agreement, dated as if each reference therein to the “Administrative Agent” were a reference to the Auction Managerof August 18, each reference therein to 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Documents” were a reference Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Alion Science and Technology Corporation (“Borrower”), certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time and Wilmington Trust, National Association, as Administrative Agent, and the other signatories thereto. Borrower (the “Purchaser”) hereby gives notice to the Offer Documents, Lenders that it desires to conduct the following Auction: · Auction Amount: $[ ] in principal amount of Term Loans(1) (2) · Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Term Loans. (3) The Purchaser acknowledges that this Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate may not be withdrawn other than in accordance with the Auction Manager as reasonably requested by Procedures. The Auction shall be consummated in accordance with the Auction Manager in order to enable it to perform its responsibilities and duties in connection Procedures with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenantsall Return Bids due no later than [1:00] p.m. (New York time) on [ ].

Additional Procedures. Once initiated by an Auction Notice, the Borrowers applicable Purchasing Borrower Party may withdraw a Dutch an Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as Purchase Offer only if no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representativeof withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that canceled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall Purchase Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of in Section 10.6(c) 2.24 of the Second First Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by such Purchasing Borrower Party is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly such Purchasing Borrower Party to the respective assigning Term Loan Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers applicable Purchasing Borrower Party shall execute each applicable Auction Affiliated Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the Borrowersapplicable Purchasing Borrower Party, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 2.24 of the First Lien Credit Agreement or this Exhibit C. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with the Borrowersapplicable Purchasing Borrower Party, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.24 of the First Lien Credit Agreement or this Exhibit C. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowersapplicable Purchasing Borrower Party, the Restricted Subsidiaries Loan Parties, or any of their Affiliates (whether contained in the Offer Documents an offering document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix Exhibit C shall not require any Purchasing Borrower or any Restricted Subsidiary Party to initiate any Dutch AuctionAuction Purchase Offers. EXHIBIT D [FORM OF] FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT THIS FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) is entered into as of August 20, nor shall any Term 2013 among TRINET HR CORPORATION, a California corporation (the “Borrower”), TRINET GROUP, INC., a Delaware corporation (“Holdings”), and the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, individually a “Grantor”, and collectively the “Grantors”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent and collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Reference is made to the First Lien Credit Agreement dated as of August 20, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Loan Lender be obligated Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to participate the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in any Dutch Auctionorder to induce the Lenders to extend such credit. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsAccordingly, the parties hereto agree as follows:

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Parent or its Restricted Subsidiary, as applicable, may withdraw a Dutch Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower RepresentativeParent or its Restricted Subsidiary, as applicable. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch Auction shall become void if the Borrowers fail Parent or its Restricted Subsidiary, as applicable, fails to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of Section 10.6(c10.06(j) of the Second Lien Credit and Guaranty Agreement. The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers Parent or its Restricted Subsidiary, as applicable, directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers Parent or its Restricted Subsidiary, as applicable, (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Parent or its Restricted Subsidiary, as applicable, shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch Auction will be determined by the Auction Manager, in consultation with the BorrowersParent or its Restricted Subsidiary, as applicable, and the Auction Manager’s determination will be conclusive, absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the BorrowersParent or its Restricted Subsidiary, as applicable, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersParent, the Restricted its Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 Article 9 and 10.3 Section 10.04 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Loan Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C The foregoing auction procedures shall not require any Borrower Parent or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers may withdraw a Dutch Borrower must, in accordance with Section 2.12(g)(iii) of the Credit Agreement, terminate any Auction by written notice Prepayment Offer if it reasonably believes that it will fail to satisfy one or more of the Auction Manager no later than 24 hours before conditions set forth in Section 2.12(g)(ii) of the original Expiration Time so long as no Qualifying Bids Credit Agreement which are required to be met at the time which otherwise would have been received by the Auction Manager at or prior to the time the of prepayment of Term Loans pursuant to such Auction Manager receives such written notice from the Borrower RepresentativePrepayment Offer. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall Prepayment Offer may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans prepayment set forth in, or to otherwise comply in Section 2.12 of the Credit Agreement are not met. The Borrower shall pay the aggregate purchase price in respect of all Qualifying Bids for which prepayment by the Borrower is required in accordance with the foregoing provisions of Section 10.6(c) to the Administrative Agent for the account of the Second Lien Credit and Guaranty Agreement. The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers directly to the respective assigning Term Loan Lender applicable Lenders not later than 2:00 p.m. on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrowers (which shall be no not later than ten (10) Business Days after the date 131 Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction Prepayment Offer will be determined by the Auction Manager, in consultation with the BorrowersBorrower, and the Auction Manager’s their determination will be conclusivefinal and binding so long as such determination is not inconsistent with the terms of Section 2.12(g) of the Credit Agreement or this Exhibit C, absent manifest erroras determined by the Auction Manager in good faith. The Auction Manager’s interpretation of the terms and conditions of the Offer DocumentAuction Notice, in consultation with the BorrowersBorrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 2.12(g) of the Credit Agreement or this Exhibit C, as determined by the Auction Manager in good faith. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the Restricted Subsidiaries Parent or any of their its Affiliates (whether contained in the Offer Documents an Auction Notice or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix Exhibit C shall not require any the Borrower or any Restricted Subsidiary to initiate any Dutch AuctionAuction Prepayment Offer.D - 2 132 Exhibit D FORM OF BORROWING REQUEST/ INTEREST RATE REQUEST Date: ___________, nor shall any Term Loan _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 27, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among EVERTEC, Inc., a Puerto Rican corporation (“Parent”), EVERTEC Group, LLC, a Puerto Rican limited liability company (the “Borrower”), the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swingline Lender be obligated to participate in any Dutch Auctionand L/C Issuer. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing CovenantsThe undersigned hereby requests (select one): A Borrowing of [Revolving Facility][Term A][Term B] Loans A conversion or continuation of [Revolving Facility][Term A][Term B] Loans

Additional Procedures. Once initiated by an Auction Notice, the Borrowers NewPageCo may withdraw a Dutch an Auction by written notice to only in the Auction Manager no later than 24 hours before the original Expiration Time so long event that, as of such time, no Qualifying Bids have Bid has been received by the Auction Manager at or prior to the time the Auction Manager receives Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such written notice from the Borrower RepresentativeLender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return BidLender. However, a Dutch an Auction shall may become void or may be terminated (either by NewPageCo or by the Auction Manager), if the Borrowers fail to satisfy one or more of the terms and conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of in Section 10.6(c10.6(i) of the Second Lien Credit and Guaranty AgreementAgreement or referred to in clause (iii) above under “Notice Procedures” are not, or will not be, met. The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers NewPageCo directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrowers NewPageCo (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers NewPageCo shall execute each applicable Auction NewPageCo Assignment and Acceptance Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with the BorrowersNewPageCo, and the Auction Manager’s which determination will be conclusive, absent manifest errorfinal and binding. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the BorrowersNewPageCo, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersNewPageCo, the Restricted Subsidiaries Credit Parties, or any of their Affiliates (whether contained in the Offer Documents or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants.

Additional Procedures. Once initiated by an Auction Notice, the Borrowers Borrower may withdraw a Dutch an Auction by prior written notice to the Administrative Agent. Furthermore, in connection with any Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids with respect to a particular tranche of Term Loans, upon submission by a Lender of a Return Bid, such Lender will not have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representativeany withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that cancelled by a Term Loan Lender may modify a Return Bid at any time prior to unless otherwise agreed by the Expiration Time solely to reduce the Reply Price included in such Return BidBorrower. However, a Dutch an Auction shall may become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with of the provisions applicable tranche by the Borrower required by the terms and conditions of Section 10.6(c) 2.28 of the Second Lien Credit and Guaranty AgreementAgreement are not met. The purchase price in respect of each Qualifying Bid for all Term Loans purchased which purchase by the Borrower is required in a Dutch Auction accordance with the foregoing provisions shall be paid in cash directly by the Borrowers directly Borrower to the respective assigning Term Loan Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrowers (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement dateManager. The Borrowers Borrower shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying BidBid upon consummation of such purchase. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of a Dutch an Auction will be determined by the Auction Manager, in consultation with Manager and the BorrowersBorrower, and the Auction Manager’s their determination will be conclusive, absent manifest error. final and binding so long as such determination is not inconsistent with the terms of Section 2.28 of the Credit Agreement or this Exhibit I. The joint interpretation by the Auction Manager’s interpretation Manager and the Borrower of the terms and conditions of the Offer Document, in consultation with the Borrowers, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.28 of the Credit Agreement or this Exhibit I. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the BorrowersBorrower, the Restricted Subsidiaries Loan Parties, or any of their Affiliates (whether contained in the an Offer Documents Document or otherwise otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction This Exhibit I shall not require the Borrower to initiate any Auction. EXHIBIT J FORM OF INCREMENTAL BORROWING REQUEST Dated: ____________, 20__ Credit Suisse AG, Cayman Islands Branch, as Administrative Agent Eleven Madison Avenue, 23rd Floor Xxx Xxxx, XX 00000 Attention: Loan Operations - Agency Manager acting in its capacity as such under a Dutch Auction shall be entitled Email: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx Ladies and Gentlemen: Reference is made to the benefits Credit Agreement dated as of the provisions of Sections 9December 15, 10.2 2017 (as amended, restated, amended and 10.3 of the Second Lien Credit and Guaranty Agreement restated, supplemented or otherwise modified from time to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Managertime, each reference therein to the “Credit Documents” were a reference to Agreement”; capitalized terms not defined herein shall have the Offer Documentsmeanings as defined in the Credit Agreement), among the undersigned, as Borrower, the Auction Notice Lenders named therein, Credit Suisse AG, Cayman Islands Branch (“CS”), as Administrative Agent. Pursuant to Section 2.25 of the Credit Agreement, the Borrower hereby requests a Borrowing of Incremental Term Loans under the Credit Agreement, and Auction Assignment and Acceptance and each reference therein in that connection the Borrower specifies the following information with respect to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Term Loan Lender be obligated to participate in any Dutch Auction. SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenantssuch Borrowing: