Common use of Additional Procedures Clause in Contracts

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. Promptly after a Person entitled to indemnification under this Section 6 receives notice that it might be subject to Losses, such indemnified Person shall notify the indemnifying Person in writing regarding such potential Losses. The indemnifying Person will have the right to participate in, and, jointly with any other indemnifying Person, to assume the defense against such Losses with one counsel selected by the indemnifying Person, subject to the consent of the indemnified Person (iwhich shall not be unreasonably withheld). If a conflict of interest exists or develops that would prohibit one counsel from representing both the indemnifying Person and the indemnified Person, then the indemnified Person (together with all other indemnified Persons that one counsel can represent without a conflict of interest) Once initiated by an Auction Noticewill have the right to retain one separate counsel of their own choosing, with the indemnifying Person paying all the fees and expenses. Except in the event of a conflict of interest, if the indemnifying Person notifies the indemnified Person that it has elected, and then promptly begins, to defend the indemnified Person against Losses, the Auction Party may indemnifying Person will not withdraw an Auction other than a Failed Auction. Furthermore, be liable to such indemnified Person for any legal expenses such indemnified Person subsequently incurs in connection with such defense. If the indemnifying Person elects to assume the defense against any AuctionLosses, upon submission by a Lender of a Qualifying Bid, the indemnifying Person shall allow the indemnified Person to continue to participate in defending against such Lender Losses (each, a “Qualifying Lender”) will be obligated to sell at the entirety or its allocable portion expense of the Reply Amount, as indemnified Person) if the case may be, at indemnified Person so chooses. The indemnified Person's failure to notify the Applicable Price. (ii) To indemnifying Person within a reasonable time regarding Losses will not relieve the indemnifying Person of any liability to the indemnified Person under this Section 6 except to the extent such failure to notify materially prejudices the indemnifying Person's ability to defend against such Losses. In defending against Losses, an indemnifying Person shall not expressly provided for hereinconsent to entry of any judgment regarding, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with or otherwise settle, any claim involving Losses unless (x) the provisions indemnified Person has approved in this definition, established by writing the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice judgment or other communication required to be delivered settlement or otherwise provided to (y) the Auction Agent (judgment or its delegate) shall be deemed to have been given upon other settlement includes the Auction 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 claimant's unconditional release of the opening of business on the next Business Dayindemnified Person from all liability related to that claim. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction applicable Purchasing Borrower Party may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Purchase Offer only if no Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established Bid has been received by the Auction Agent acting Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in its reasonable discretion and as reasonably agreed Section 9.04(g) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the Borrower. (iii) In connection applicable Purchasing Borrower Party is required in accordance with any Auction, the foregoing provisions shall be paid directly by such Purchasing Borrower and Party to the Lenders acknowledge and agree that the Auction Agent may require respective assigning Lender on a settlement date as a condition to any Auction, the payment of customary fees and expenses determined jointly by the Auction Party in connection therewith as agreed between the Auction such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be 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 Auction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and 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 or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (ivwhether contained in an offering document or 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 Document, this Exhibit G shall not require any Purchasing Borrower Party to the contrary, for purposes of initiate any Auction Purchase Offer. This Affiliated Lender Assignment and Assumption (this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate“Assignment and Assumption”) shall be deemed to have been given upon the Auction 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 is dated as of the opening of business on Effective Date set forth below and is entered into by and between the next Business Day. Assignor (vas defined below) The Borrower and the Lenders acknowledge 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 Standard Terms and agree that 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 Auction 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 may perform as contemplated below, (a) all the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of its duties under this definition by itself or through any Affiliate such outstanding rights and obligations of the Auction Agent Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and expressly consent (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate other right of the Auction Agent and Assignor (in its respective activities capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any purchase other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of Term Loans 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”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided for in this definition as well as activities of Assignment and Assumption, without representation or warranty by the Auction AgentAssignor.

Additional Procedures. (i) Once initiated by an Auction Notice, the Borrowers may withdraw a Dutch Auction Party 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 withdraw an Auction other than be modified, revoked, terminated or cancelled; provided that a Failed AuctionTerm 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. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender (eachHowever, a “Qualifying Lender”) will be obligated Dutch Auction shall become void if the Borrowers fail to sell the entirety satisfy one or its allocable portion more of the Reply Amount, as conditions to the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant set forth in, or to an 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 consummated pursuant paid in cash by the Borrowers directly to procedures consistent with the provisions in this definition, established 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 reasonable discretion 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 agreed by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses requested by the Auction Party Manager in order to enable it to perform its responsibilities and duties in connection therewith 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. 1. Not later than the date that is three Business Days after the Closing Date (or such later date as agreed between the Auction Party Administrative Agent may agree in its sole discretion), Corsair Memory (Cayman) Ltd. shall have transferred to Corsair Components, Inc., all of the Equity Interests of Corsair Components, Inc. owned by Corsair Memory (Cayman) Ltd. and such Equity Interests shall have been converted into treasury shares, or such Equity Interests shall have been cancelled. 2. Not later than the Auction date that is 20 days after the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that (i) the HK Process Agent has accepted the appointment by the Borrower Representative and/or Holdings for a period ending one year after the Term Loan Maturity Date and (ii) all fees in connection with such appointment, if any, have been paid for the entire term of such appointment. 3. Not later than the date that is 30 days after the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), the Administrative Agent shall have received, all Delayed Approvals, Guarantees and Security that were not delivered by the Credit Parties on or prior to the Closing Date pursuant to Section 3.1(r) of the Agreement. 4. Not later than the date that is 30 days after the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), the Administrative Agent shall have received all lender’s loss payable and additional insured endorsements as described in and required by Section 5.5, in form and substance reasonably satisfactory to the Administrative Agent. 5. Not later than the date that is 45 days after the Closing Date (iv) Notwithstanding anything or such later date as the Administrative Agent may agree in any Loan Document its sole discretion), the Administrative Agent shall have received, an amendment to the contraryOrganizational Documents of Corsair Components Limited removing any restrictions with respect to any pledge of its Equity Interests owned by Corsair (Hong Kong) Limited or any other Person as collateral security for the Obligations, in form and substance reasonably satisfactory to the Administrative Agent. 6. Not later than the date that is 30 days after the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), (a) Corsair Components B.V. shall have been wound up or dissolved, (b) all of Corsair Components B.V.’s business, property and assets shall have been conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to another Credit Party and (c) the Administrative Agent shall have received one or more Foreign Collateral Documents duly executed and delivered by each applicable Credit Party as may be required by the Administrative Agent in order to create, perfect and establish a first priority Lien on all of the Equity Interests of Corsair (Hong Kong) Limited as Collateral for purposes of this definitionthe Obligations, each notice unless prior to such date, the Administrative Agent shall have received (i)(A) a Counterpart Agreement duly executed and delivered by Corsair Components B.V., (B) one or more applicable Collateral Documents, agreements, instruments, approvals or other communication documents required under Section 5.11 with respect to be delivered or otherwise provided new Subsidiaries of Holdings to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 create, perfect and establish a first priority Lien on all of the opening Equity Interests of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction Agent may perform any Corsair Components B.V. and all property and assets of its duties under this definition by itself or through any Affiliate of Corsair Components B.V. as Collateral for the Auction Agent and expressly consent to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction AgentObligations.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction applicable Purchasing Borrower Party may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Purchase Offer only if no Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established Bid has been received by the Auction Agent acting in its reasonable discretion and as reasonably agreed by Manager at the Borrower. time of withdrawal. Any Return Bid (iiiincluding any component bid thereof) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that delivered to the Auction Agent Manager may require not be withdrawn, modified, revoked, terminated or canceled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 2.19 of the Term Loan Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by such Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as a condition to any Auction, the payment of customary fees and expenses determined jointly by the Auction Party in connection therewith as agreed between the Auction such Purchasing Borrower Party and the Auction Agent. Manager (iv) Notwithstanding anything which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Assignment and Assumption received in any Loan Document connection with a Qualifying Bid. All questions as to the contrary, for purposes form of this definition, each notice or other communication required to documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 determined by the Auction Agent Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be 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 offering document, in consultation with the applicable Purchasing Borrower Party, will be final and 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 or any of their Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties, or any of their Affiliates (whether contained in an offering document or otherwise) or for any failure to such Affiliate disclose events that may have occurred and may affect the performance significance or accuracy of such delegated duties by such Affiliateinformation. The exculpatory provisions pursuant This Exhibit J shall not require any Purchasing Borrower Party to this Agreement shall apply to each Affiliate initiate any Auction Purchase Offers. PREAMBLE 1 RECITALS 1 AGREEMENT 1 SECTION 1.1. Definitions 2 SECTION 1.2. Interpretation 4 SECTION 1.3. Resolution of the Auction Agent and its respective activities in connection with any purchase Drafting Ambiguities 4 SECTION 1.4. Security Interest or Lien References 4 SECTION 2.1. Grant of Term Loans provided for in this definition as well as activities of the Auction Agent.Security Interest 4 SECTION 2.2. Filings 5

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Top Borrower. (iii) In connection with any Auction, the Top Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The the Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Lead Borrower. (iii) In connection with any Auction, the Lead Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Lead Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party may not withdraw an Auction other than a Failed AuctionAuction (other than with the reasonable consent of the Auction Agent). Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Top Borrower. (iii) In connection with any Auction, the Top Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The the Top Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the BorrowerParent. (iii) In connection with any Auction, the Borrower Parent and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (iA) Once initiated by an Auction Notice, the Auction Party may not withdraw an Auction other than a Failed Auction. Furthermore, in In connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (iiB) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. (iiiC) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, Auction the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (ivD) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (vE) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party Borrower 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) Any Return Bid (including any bids specified therein) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender, however, an Auction may become void if the conditions set forth in Section 4.5 of the Credit Agreement are not met. (iii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent Manager acting in its reasonable discretion and as reasonably agreed by the Borrower. (iiiiv) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent Manager may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party Borrower in connection therewith as agreed between the Auction Party Borrower and the Auction AgentManager. (ivv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent Manager (or its delegate) shall be deemed to have been given upon the Auction AgentManager’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 opening of business on the next Business Day. (vvi) The Borrower and the Lenders acknowledge and agree that the Auction Agent Manager may perform any and all of its duties under this definition by itself or through any Affiliate of the Auction Agent Manager and expressly consent to any such delegation of duties by the Auction Agent Manager to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this the Credit Agreement shall apply to each Affiliate of the Auction Agent Manager and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction AgentManager.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the BorrowerCompany. (iii) In connection with any Auction, the Borrower Company and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower Company and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction applicable Purchasing Borrower Party may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Purchase Offer only if no Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established Bid has been received by the Auction Agent acting Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in its reasonable discretion and as reasonably agreed Section 9.04(e) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the Borrower. (iii) In connection applicable Purchasing Borrower Party is required in accordance with any Auction, the foregoing provisions shall be paid directly by such Purchasing Borrower and Party to the Lenders acknowledge and agree that the Auction Agent may require respective assigning Lender on a settlement date as a condition to any Auction, the payment of customary fees and expenses determined jointly by the Auction Party in connection therewith as agreed between the Auction such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be 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 Auction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and 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 or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (ivwhether contained in an offering document or 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 Document, this Exhibit F shall not require any Purchasing Borrower Party to the contrary, for purposes of initiate any Auction Purchase Offer. This Affiliated Lender Assignment and Assumption (this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate“Assignment and Assumption”) shall be deemed to have been given upon the Auction 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 is dated as of the opening of business on Effective Date set forth below and is entered into by and between the next Business Day. Assignor (vas defined below) The Borrower and the Lenders acknowledge 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 Standard Terms and agree that 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 Auction 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 may perform as contemplated below, (a) all the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of its duties under this definition by itself or through any Affiliate such outstanding rights and obligations of the Auction Agent Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and expressly consent (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate other right of the Auction Agent and Assignor (in its respective activities capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any purchase other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of Term Loans 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”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided for in this definition as well as activities of Assignment and Assumption, without representation or warranty by the Auction AgentAssignor.

Additional Procedures. The additional procedures for redemption of shares as contemplated by this Article VI shall be: a. Fair value shall be determined by the Board of Directors or a committee of the Board of Directors of the Corporation, and the amount so determined shall be included in the notice of redemption given by the Corporation pursuant to Section 6 of Chapter 110D. b. The person whose shares are being redeemed (ithe “Holder”) Once initiated may within ten days after the date of the notice of redemption advise the Corporation in writing that the Holder believes that the value so determined is not fair, and in such event the Corporation shall, within the 30-day period following its receipt of the Holder’s notice, permit the Holder to submit such written and oral evidence of value as the Holder may wish and the Board of Directors or committee considers appropriate. The Board of Directors or committee shall affirm or revise its determination of fair value within fifteen days after the completion of the 30-day period, and shall promptly advise the Holder in writing of its decision. c. The notice of redemption shall specify a redemption date, which shall be 30 days after the date of the notice (or the first business day after the 30-day period), and a redemption office, which shall be the principal office of the Corporation or an office of a commercial bank specified by an Auction Notice, the Auction Party may Corporation in the notice. The redemption date so fixed shall not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission be deferred by a Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion request of the Reply AmountHolder for a redetermination of fair value. The Holder shall cause the certificate or certificates representing the shares being redeemed to be delivered to the redemption office not later than the redemption date, as duly endorsed or assigned for transfer, with signature guaranteed, if such an endorsement or assignment is required in the case may be, at the Applicable Pricenotice of redemption. (ii) To d. The certificate or certificates representing the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent shares being redeemed having been deposited in accordance with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. item (iii) In connection with any Auctionabove, the Borrower redemption price shall be paid by the Corporation on the redemption date specified in its notice of redemption or such later date as the redemption price may be determined if the Holder has duly requested a redetermination of fair value. e. Notice of redemption having been given, from and after the Lenders acknowledge redemption date the shares being redeemed shall no longer be deemed to be outstanding, and agree that all rights of the Auction Agent may require Holder or Holders thereof as a condition shareholder or shareholders of the corporation shall cease, except the right to any Auctionreceive the redemption price. If the Corporation shall default in payment of the redemption price, interest shall accrue thereon from the date of default at the base or prime rate of the Corporation’s principal lending bank or, if none, the payment “base rate” or the “prime rate” as reported in the online edition of customary fees the Wall Street Journal as of 4:00 pm EST on any day for which interest shall accrue, and expenses as in effect from time to time during the period of default. f. Notice given by the Auction Party Corporation by first class mail or delivered in connection therewith as agreed between person on the Auction Party basis of a good faith determination by the Corporation of the identity and address of the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) person who had made a control share acquisition shall be deemed to have been given upon duly given. g. Any person who makes a control share acquisition of the Auction 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 Corporation shall be deemed to have been given as of the opening of business on the next Business Day. (v) The Borrower consented to and the Lenders acknowledge and agree that the Auction 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 shall be bound by the Auction Agent to such Affiliate provisions of this Article VI and shall indemnify and hold the performance corporation harmless from and against any damage, loss or expense which the corporation may suffer as a result of such delegated duties by such Affiliate. The exculpatory any non-compliance with the provisions pursuant to of this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction AgentArticle VI.

Additional Procedures. (iA) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (iiB) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. (iiiC) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (ivD) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon provided by 5:00 p.m. (or such later time as may be agreed by the Auction 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 after such time shall be deemed to have been given as of the opening of business on the next Business Day. (vE) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, Holdings, the Auction Party applicable Borrower or the applicable Restricted Subsidiary may not withdraw an Auction other than a Failed only in the event that, as of such time, (i) no Qualifying Bid has been received by the Auction 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 the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Furthermore; furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Return Bid, such Lender will not have any withdrawal rights or (each, a “Qualifying Lender”iii) will be obligated the Reply Amounts received by the Auction Manager are insufficient to sell meet the entirety or its allocable portion minimum principal amount of the Reply AmountTerm Loans designated in writing to the applicable Auction Manager by Holdings, the applicable Borrower or such Restricted Subsidiary as the case “Minimum Purchase Condition”. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may benot be modified, at revoked, terminated or cancelled by a Lender. However, an Auction may become void if the Applicable Price. (ii) To conditions to the extent not expressly provided for herein, each purchase of Term Loans pursuant by Holdings, the applicable Borrowers or such Restricted Subsidiary required by Section 2.19(a) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which the purchase by Holdings, the applicable Borrowers or such Restricted Subsidiary is required in accordance with the foregoing provisions shall be paid directly by Holdings, the applicable Borrowers or such Restricted Subsidiary to the assigning Lender or Lenders on a settlement date as determined jointly by Holdings, the applicable Borrower or such Restricted Subsidiary and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due with respect to such Auction). Holdings, the applicable Borrower or such Restricted Subsidiary shall execute each applicable Auction Assignment and 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 an Auction shall will be consummated pursuant to procedures consistent with the provisions in this definition, established determined by the Auction Agent acting Manager, in its reasonable discretion consultation with Holdings, the applicable Borrower or such Restricted Subsidiary, and their determination will be final and binding so long as reasonably agreed by such determination is not inconsistent with the Borrower. 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 offering document, in consultation with Holdings, the applicable Borrower or such Restricted Subsidiary, will be final and binding 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-Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the other Credit Parties, or any of their affiliates (iiiwhether contained in an offering document or otherwise) In connection with or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Schedule 2.19(a) shall not require the Holdings, the applicable Borrower or any Restricted Subsidiary to initiate any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. None. None. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower.Company. [[5470263]] (iii) In connection with any Auction, the Borrower Company and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party Borrowers may not withdraw an Auction other by written notice to the Auction Manager no later than a Failed Auction24 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 either Borrower. FurthermoreAny Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, in connection with any Auctionrevoked, upon submission by terminated or cancelled; provided that a Lender of may modify a Qualifying Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion an Auction shall become void if either of the Reply Amount, as Borrowers fails to satisfy one or more of the case may be, at conditions to the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant set forth in Section 2.22 of the Credit Agreement. The purchase price for each Discounted Prepayment shall be paid in cash by the Borrowers directly to the assigning Lenders on a settlement date as determined by agreement of the Auction Manager and the Administrative Borrower (on behalf of the Borrowers) (which shall be no later than 10 Business Days after the date Return Bids are due). The Borrowers shall execute each applicable 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 an Auction shall will be consummated pursuant to procedures consistent determined by the Auction Manager, in consultation with the Administrative Borrower (on behalf of the Borrowers), and the Auction Manager’s determination will be final and binding so long as such determination is not inconsistent with the provisions of Section 2.22 of the Credit Agreement or this Exhibit G. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the Administrative Borrower (on behalf of the Borrowers), will be final and binding so long as such determination is not inconsistent with the provisions of Section 2.22 of the Credit Agreement or this definitionExhibit G. None of the Administrative Agent, established 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 other Loan Parties, 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. Immediately upon the consummation of a Discounted Prepayment, the Term Loans subject to such Discounted Prepayment 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 the Borrowers shall neither obtain nor have any rights as a Lender under the Credit Agreement or under the other Loan Documents by virtue of such Discounted Prepayment. This Exhibit G shall not require the Borrowers to initiate any Auction. $[____________] New York, New York FOR VALUE RECEIVED, the undersigned Borrowers (as defined in the Credit Agreement referred to below), HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to the order of _____________________________ (or its registered assigns) (the “Lender”), on the Term Loan Maturity Date, at the offices of Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) pursuant to the Credit Agreement (as hereinafter defined) for the financial institutions party thereto as Lenders, at its address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as the Administrative Agent may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the principal amount of the lesser of (a) ______________________________________ DOLLARS AND __ CENTS ($__________) and (b) the aggregate unpaid principal amount of all Term Loans of the Lender outstanding under the Credit Agreement referred to below. The Borrowers further jointly and severally agree to pay interest in like money at such office on the unpaid principal amount hereof from time to time at the rates, and on the dates, specified in Section 2.06 of the Credit Agreement. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein. The holder of this Note may endorse and attach a schedule to reflect the date, Type and amount of each Term Loan of the Lender outstanding under the Credit Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of each interest rate conversion or continuation pursuant to Section 2.08 of the Credit Agreement and the principal amount subject thereto; provided that the failure of the Lender to make any such recordation (or any error in such recordation) shall not affect the obligations of the Borrowers hereunder or under the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, dated as of August 5, 2014 (as the same now exists or may hereafter be amended, amended and restated, modified, supplemented, extended, renewed, restated or otherwise modified from time to time, the “Credit Agreement”), among Overseas Shipholding Group, Inc., a Delaware corporation, OSG International, Inc., a ▇▇▇▇▇▇▇▇ Islands corporation (the “Administrative Borrower”), OIN Delaware LLC, a Delaware limited liability company (the “Co-Borrower” and, together with the Administrative Borrower, the “Borrowers”), the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent for the Lenders, Jefferies Finance LLC, as collateral agent and mortgage trustee for the Secured Parties, and the other Agents party thereto. This Note is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. as Administrative Borrower By: Name: Title: as Co-Borrower By: Name: Title: $[____________] New York, New York FOR VALUE RECEIVED, the undersigned Borrowers (as defined in the Credit Agreement referred to below), HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to [the order of] _____________________________ [(or its registered assigns)] (the “Lender”), on the Revolving Maturity Date, at the offices of Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) pursuant to the Credit Agreement (as hereinafter defined) for the financial institutions party thereto as Lenders, at its address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as the Administrative Agent may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the principal amount of the lesser of (a) ______________________________________ DOLLARS AND __ CENTS ($__________) and (b) the aggregate unpaid principal amount of all Revolving Loans of the Lender outstanding under the Credit Agreement referred to below. The Borrowers further jointly and severally agree to pay interest in like money at such office on the unpaid principal amount hereof from time to time at the rates, and on the dates, specified in Section 2.06 of the Credit Agreement. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein. The holder of this Note may endorse and attach a schedule to reflect the date, Type and amount of each Revolving Loan of the Lender outstanding under the Credit Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of each interest rate conversion or continuation pursuant to Section 2.08 of the Credit Agreement and the principal amount subject thereto; provided that the failure of the Lender to make any such recordation (or any error in such recordation) shall not affect the obligations of the Borrowers hereunder or under the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, dated as of August 5, 2014 (as the same now exists or may hereafter be amended, amended and restated, modified, supplemented, extended, renewed, restated or otherwise modified from time to time, the “Credit Agreement”), among Overseas Shipholding Group, Inc., a Delaware corporation, OSG International, Inc., a ▇▇▇▇▇▇▇▇ Islands corporation (the “Administrative Borrower”), OIN Delaware LLC, a Delaware limited liability company (the “Co-Borrower” and, together with the Administrative Borrower, the “Borrowers”), the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent for the Lenders, Jefferies Finance LLC, as collateral agent and mortgage trustee for the Secured Parties, Jefferies Finance LLC, as Swingline Lender, Jefferies Finance LLC, as an Issuing Bank, and the other Agents party thereto. This Note is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. as Administrative Borrower By: Name: Title: as Co-Borrower By: Name: Title: $10,000,000.00 New York, New York FOR VALUE RECEIVED, the undersigned Borrowers (as defined in the Credit Agreement referred to below), HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to the order of Jefferies Finance LLC (the “Swingline Lender”), on the Revolving Maturity Date, at the offices of Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) pursuant to the Credit Agreement (as hereinafter defined) for the financial institutions party thereto as Lenders, at its address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as the Administrative Agent may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the principal amount of the lesser of (a) TEN MILLION DOLLARS AND ZERO CENTS ($10,000,000.00) and (b) the aggregate unpaid principal amount of all Swingline Loans made by the Auction Swingline Lender to the undersigned pursuant to Section 2.17 of the Credit Agreement referred to below. The Borrowers further jointly and severally agree to pay interest in like money at such office on the unpaid principal amount hereof from time to time from the date hereof at the rates and on the dates specified in Section 2.06 of the Credit Agreement. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein. The holder of this Note may endorse and attach a schedule to reflect the date, the amount of each Swingline Loan and the date and amount of each payment or prepayment of principal thereof; provided that the failure of the Swingline Lender to make such recordation (or any error in such recordation) shall not affect the obligations of the Borrowers hereunder or under the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, dated as of August 5, 2014 (as the same now exists or may hereafter be amended, amended and restated, modified, supplemented, extended, renewed, restated, replaced or otherwise modified from time to time, the “Credit Agreement”), among Overseas Shipholding Group, Inc., a Delaware corporation, OSG International, Inc., a ▇▇▇▇▇▇▇▇ Islands corporation (the “Administrative Borrower”), OIN Delaware LLC, a Delaware limited liability company (the “Co-Borrower” and, together with the Administrative Borrower, the “Borrowers”), the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent acting for the Lenders, Jefferies Finance LLC, as collateral agent and mortgage trustee for the Secured Parties, the Swingline Lender, Jefferies Finance LLC, as an Issuing Bank, and the other Agents party thereto. This Note is subject to the provisions thereof and is subject to optional and mandatory prepayment in its reasonable discretion whole or in part as provided therein. This Note is secured and guaranteed as reasonably agreed provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. as Administrative Borrower By: Name: Title: as Co-Borrower By: Name: Title: Reference is hereby made to (i) that certain Security Agreement, dated as of August 5, 2014 (as the same now exists or may hereafter be amended, amended and restated, modified, supplemented, extended, renewed, restated, replaced or otherwise modified from time to time, the “Security Agreement”), among OSG International, Inc., a ▇▇▇▇▇▇▇▇ Islands corporation (the “Administrative Borrower”), OIN Delaware LLC, a Delaware limited liability company (the “Co-Borrower” and together with the Administrative Borrower, the “Borrowers”), the Subsidiary Guarantors (together with the Borrowers, the “Pledgors”) from time to time party thereto and the Collateral Agent (as hereinafter defined), (ii) that certain Holdings Pledge Agreement dated as of August 5, 2014 (as the same now exists or may hereafter be amended, amended and restated, modified, supplemented, extended, renewed, restated, replaced or otherwise modified from time to time, the “Holdings Pledge Agreement”) by and between Overseas Shipholding Group, Inc., a Delaware corporation (“Holdings”) and the Borrower. Collateral Agent (as hereinafter defined) and (iii) In connection with any Auctionthat certain Credit Agreement, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 dated as of August 5, 2014 (as the opening of business on the next Business Day. (v) The Borrower same now exists or may hereafter be amended, amended and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.restated, modified, supplemented, extended, renewed,

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the BorrowerBorrower Representative. (iii) In connection with any Auction, the Borrowers, the Borrower Representative and the Lenders acknowledge and agree that the Auction Agent may ​ ​ ​ require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrowers, the Borrower Representative and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party Borrower may not withdraw an Auction other than a Failed Auctionby prior written notice to the Administrative Agent. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (eachincluding any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a “Qualifying Lender”) will be obligated Lender unless otherwise agreed by the Borrower. However, an Auction may become void if the conditions to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction by any Borrower Party required by the terms and conditions of Section 2.18 of the Credit Agreement are not met or waived. The purchase price in respect of each Qualifying Bid for which purchase by any Borrower Party is required in accordance with the foregoing provisions shall be consummated pursuant paid directly by such Borrower Party to procedures consistent with the provisions in this definition, established respective assigning Lender on a settlement date as determined jointly by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge Auction Manager. The Borrower shall execute each applicable Auction Assignment and agree Assumption received in connection with a Qualifying Bid 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 an Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses will be determined by the Auction Party in connection therewith as agreed between the Auction Party Manager and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to Borrower, and their determination will be final and binding so long as such determination is not inconsistent with the contrary, for purposes terms of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 Section 2.18 of the opening of business on the next Business Day. (v) Credit Agreement or this Schedule 2.18. The Borrower and the Lenders acknowledge and agree that the Auction 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 joint interpretation by the Auction Agent to such Affiliate Manager and the performance Borrower of the terms and conditions of the offering document will Table of Contents be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.18 of the Credit Agreement or this Schedule 2.18. 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 Borrower, the Credit Parties, or any of their Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such delegated duties by such Affiliateinformation. The exculpatory provisions pursuant This Schedule 2.18 shall not require the Borrower to this Agreement shall apply to each Affiliate initiate any Auction. Table of the Auction Agent and its respective activities Contents Muskogee Regional Medical Center, LLC ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Muskogee Regional Medical Center, LLC Eco Friendly Drive, Owned ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (part of hospital campus) Muskogee Medical Center Authority ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Muskogee Medical Center Authority ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Muskogee Medical Center Authority ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Muskogee Medical Center Authority ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Muskogee Medical Center Authority 37th Street & Denver, Owned ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (5 tracts in connection with any purchase vicinity) Muskogee Medical Center Authority Highway 69, 1.5 miles south of Term Loans provided for in this definition as well as activities of the Auction Agent.Highway 51, Wagoner, OK Owned

Additional Procedures. (i) Once initiated by As an Auction Noticeagency of the Government of Ontario, it is the Tenant's goal to support government initiatives to conserve energy, encourage alternative fuels and support clean energy production. As such, the Auction Party Tenant shall have the right to impose such other and further energy conservation procedures and policies as in its sole judgement may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auctionfrom time to time be necessary or reasonable, upon submission by a Lender of a Qualifying Bid, such Lender giving the Landlord at least thirty (each, a “Qualifying Lender”30) will be obligated days notice in writing. The Landlord does hereby grant permission to sell the entirety or its allocable portion of the Reply Amount, as the case may beTenant to undertake and to complete, at the Applicable Price. Tenant's sole cost and expense, any Leasehold Improvements to be effected within the Premises, both prior to the Commencement Date and during the Term, provided that such Leasehold Improvements do not affect the Structure and that where such Leasehold Improvements may affect the Mechanical and Electrical Services, the Tenant agrees to allow the Landlord's professional engineers, to review the Tenant's Leasehold Improvements drawings for Mechanical, Electrical and Structural. The Tenant will give the Landlord written notice of its intention to undertake any Leasehold Improvements and, upon request, shall supply the Landlord with plans of the proposed Leasehold Improvements. The Tenant will obtain the prior written approval of the Landlord for any Leasehold Improvements that affect the Structure or the Mechanical and Electrical Services, which approval will not be unreasonably withheld or unduly delayed. The Landlord will co-operate with the Tenant's contractors and if required, provide the Tenant with existing professionally prepared plans of the Structure and Mechanical and Electrical Services. Once the Tenant submits its plans and specifications (iithe "Plans") To for its Leasehold Improvements to the extent not expressly provided Landlord for hereinthe Landlord's review and approval, each purchase if such approval is required hereunder, the Landlord shall have a period of Term Loans pursuant twenty (20) days (the "Review Period") to an Auction review the Plans. The Landlord shall be consummated pursuant deemed to procedures consistent have approved the Plans as presented unless, on or before the last day of the Review Period, the Landlord has delivered to the Tenant a written description of the specific structural items in the Plans that are not acceptable to the Landlord, acting reasonably, and a description of the specific changes that must be made to the Plans to secure the Landlord's approval. The Tenant may require the Landlord to use its mechanical, electrical and structural engineers to design the Tenant's Leasehold Improvements at the cost of the Tenant. The amount payable for such services will be negotiated between the Tenant and the Landlord on a square foot basis. Upon approval (or deemed approval) of the Plans by the Landlord, the Landlord shall deliver to the Tenant, within twenty (20) days of the date of approval (or deemed approval) of the Plans, three (3) copies of the mechanical and electrical design drawings for any initial tenant's Leasehold Improvements (the "Mechanical and Electrical Drawings") prepared at the Landlord's sole cost and expense, which the Tenant shall approve or provide the Landlord with its reasonable requests for revisions, within ten (10) days thereof. Upon approval by the Tenant of the Mechanical and Electrical Drawings, the Tenant may proceed with the provisions installation of any initial Tenant's Leasehold Improvements and the Landlord shall proceed with the installation, at the Tenant's sole cost and expense and subject to Section C, Subclause l(r) in Schedule "I" of this definitionLease, established of all Mechanical and Electrical Services required for the completion of the initial Tenant's Leasehold Improvements. In respect of the installation of any initial tenant's Leasehold Improvements, the Tenant shall be allowed to cut perimeter convection cabinets, where necessary, without disturbing the operation of Mechanical and Electrical Services, to ensure acoustical privacy between offices, meeting rooms and other rooms as required. There will be no requirement, on the part of the Tenant, with respect to union or non-union affiliations of the employees of the Tenant's chosen contractor. It is understood and agreed that the Tenant may, within its sole discretion, determine (a) the process used by the Auction Agent acting Tenant for obtaining its contractor(s), and (b) the contractors invited to participate in its reasonable discretion and as reasonably agreed by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) chosen selection process. Notwithstanding anything in any Loan Document this Lease (including this Schedule "H") to the contrary, for purposes of this definitionthe Landlord hereby acknowledges and agrees that where applicable Laws require the Tenant to construct, each notice alter and/or remove certain Leasehold Improvements in or other communication required about the Premises, the Landlord's consent and approval to be delivered or otherwise provided to the Auction Agent (or its delegate) such construction, alteration and/or removal shall be deemed to have been given upon the Auction 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 opening of business on the next Business Daygiven. (vA) The Borrower and the Lenders acknowledge and agree that the Auction 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 If so requested by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans Tenant or provided for in this definition Schedule "I”, the Landlord agrees at no additional charge to the Tenant whatsoever, to act as well as activities the construction manager and assume the responsibility for coordinating the construction of the Auction AgentLeasehold Improvements based on plans to be supplied by the Tenant or to be prepared by the Landlord under the supervision of the Tenant. In undertaking this responsibility, the Landlord agrees to obtain a minimum of three (3) competitive quotations from contractors, one (1) of which may, at the option of the Tenant, be nominated by the Tenant, and in doing so shall include a statement in the request for quotations from potential contractors that the lowest quotation will not necessarily be accepted. Such quotations will be obtained in a manner prescribed by the Tenant. Notwithstanding the foregoing or anything in this Lease to the contrary, goods and services procured by the Landlord shall be procured pursuant to The Corporation of the County of ▇▇▇▇▇ Purchasing Policy (By-law Number 45-13), as amended from time to time. When the Landlord undertakes to coordinate the construction of the Leasehold Improvements at the request of and on behalf of the Tenant, and where such work is paid for by the Tenant exclusive of any agreed upon rental payment, such work will be considered an item of "public work" and will be subject to the provisions of the Construction Lien Act, R.S.O. 1990, c.C.30, as amended, or any successor act. Upon completion of an item of "public work" on behalf of the Tenant, the Landlord agrees to provide: (i) A clearance certificate issued by the Workplace Safety & Insurance Board pursuant to the Workplace Safety and Insurance Act, 1997, S.O. 1997, c. 16; (ii) A Statutory Declaration form, in a form acceptable to OILC, acting reasonably, duly completed and notarized; (iii) Evidence that title to the Premises is free of any liens; and (iv) All necessary as-built drawings, manuals, warranties or other documentation deemed necessary by the Tenant shall be provided as required by OILC. Final payment for the item of "public work" by the Tenant will be held pending receipt of these documents. In the event that the Landlord is requested by the Tenant to coordinate the construction of any Leasehold Improvements as aforesaid, the Tenant may, at its option, require the Landlord to enter into a contract with the Tenant, in a form acceptable to the Tenant, outlining further the terms and conditions on which the Landlord will coordinate such construction.

Additional Procedures. (i) Once No Borrower is required to undertake any Auction, but once initiated by an Auction Notice, the Auction Party a Borrower may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Return Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable pro rata portion of the Reply Amount, as the case may be, Amount at the Applicable Discounted Price. (ii) To . The Borrower will not have any obligation to purchase any Applicable Loans outside of the extent not expressly provided for herein, each 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 purchase of Term Applicable Loans pursuant to in an Auction shall be consummated pursuant to procedures consistent (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 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 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 then-scheduled expiration time for such Auction. In addition, the Borrower may extend the expiration time of an Auction at least 24 hours before such expiration time. The provisions of this Exhibit D shall not limit or restrict the Borrowers from making voluntary prepayments of any Applicable Loans in accordance with the provisions in this definitionof the Credit Agreement. [Manager] [Address] Attention: [ ] Credit Suisse AG, established by as Administrative Agent Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the Auction Agent acting in its reasonable discretion Second Amended and Restated Credit Agreement dated as reasonably agreed by the Borrower. of January 9, 2015 (iii) In connection with any Auctionas amended, restated, supplemented or otherwise modified from time to time, the Borrower “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 Lenders acknowledge laws of the province of New Brunswick, CBRE Pty Limited, a company organized under the laws of Australia and agree that registered in New South Wales, CBRE Limited, a company organized under the Auction Agent may require as laws of New Zealand, CBRE Group, Inc., a condition to any AuctionDelaware corporation, the payment of customary fees lenders from time to time party thereto (the “Lenders”), and expenses by Credit Suisse AG, as Administrative Agent and Collateral Agent for the Auction Party Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in connection therewith as agreed between the Auction Party Credit Agreement and the Auction Agent. (iv) Notwithstanding anything in any Loan Document Procedures set forth as Exhibit D thereto. The undersigned Borrower hereby gives notice to the contraryholders of the [Tranche A] [Other Term] Loans that it desires to conduct the following Auction: • Auction Amount: $[ ] [Tranche A] [Other Term] Loans, for purposes representing [the total par principal amount of this definition, each notice or other communication required such Term Loans offered to be delivered or otherwise provided purchased] [the total cash amount offered to be paid pursuant to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction Agent’s (or its delegate’s) actual receipt during normal business hours Auction] • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.[Tranche A] [Other Term] Loans

Additional Procedures. (i) Once Neither Sponsor nor the Borrower is required to undertake any Auction, but once initiated by an Auction Notice, the Auction Party Bidder may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Return Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell accept the purchase of the entirety or its allocable pro rata portion of its Term Loans in the Reply Amount, as the case may be, Amount at the Applicable Discounted Price. (ii) To . The Bidder will not have any obligation to purchase any Term Loans outside of the extent not expressly provided for herein, each 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 purchase of Term Loans pursuant to in an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition(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 Auction Agent acting in its reasonable discretion Manager and as reasonably agreed to by the Bidder. The Bidder may extend the expiration time of an Auction by notice given at least 24 hours before such expiration time. The provisions of this Exhibit I shall not limit or restrict the Borrower from making voluntary prepayments of any Loans in accordance with Section 2.12 of the Credit Agreement. Attention: [·] Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of February 14, 2013 (the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower. (iii) In connection with any Auction”), Fairway Group Holdings Corp., a Delaware corporation, the Borrower several banks and the Lenders acknowledge other financial institutions or entities from time to time parties thereto, and agree that the Auction Credit Suisse AG, as Administrative Agent may require as a condition to any Auction(in such capacity, the payment of customary fees “Administrative Agent”) and expenses by Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the Auction Party meanings set forth in connection therewith as agreed between the Auction Party Credit Agreement and the Auction Agent. (iv) Notwithstanding anything in any Loan Document Procedures. [The Borrower][Sponsor] hereby gives notice to the contraryLenders that it desires to conduct the following Auction: · Auction Amount: $[ ], for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to representing [the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase total par principal amount of Term Loans provided for in this definition as well as activities offered to be prepaid] [the total cash amount offered to be paid pursuant to the Auction] · Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Term Loans [The Borrower][Sponsor] hereby represents that there is no material non-public information that has not been disclosed which, if made public, would reasonably be expected to have a material positive effect on the market price of the Term Loans subject to this Auction. [The Borrower][Sponsor] acknowledges that this Auction Notice may not be withdrawn. The Auction shall be consummated in accordance with Auction Procedures with each Return Bid due by [ ]. Very truly yours, [·], By: Name: Title: Credit Suisse AG ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇ttention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of February 14, 2013 (the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. The undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:(1) $ [ ] $ [ ] The undersigned Lender acknowledges that the submission of this Return Bid obligates the Lender to accept the purchase of the entirety or its pro rata portion of its Term Loans in the Reply Amount at the Applicable Discounted Price, and that this Return Bid may not be withdrawn.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party Purchaser may not withdraw an Auction other than a Failed Auctiononly in the event that, as of such time, no Qualifying Bid has been received by the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (eachincluding any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a “Qualifying Lender”) will be obligated . However, an Auction may become void if the conditions to sell the entirety purchase of Term Loans, Incremental Term Loans or its allocable portion Refinancing Term Loans, as applicable, by the Purchaser required by the terms and conditions of Section 2.19 of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent Credit Agreement are not expressly provided met. The purchase price for herein, each purchase of Term Loans, Incremental Term Loans pursuant to an Auction or Refinancing Term Loans, as applicable, shall be consummated pursuant paid by the Purchaser directly to procedures consistent with the provisions in this definition, established respective assigning Lender on a settlement date as determined by the Auction Agent acting Manager in its reasonable discretion and as reasonably agreed by consultation with the Borrower. Purchaser (iiiwhich shall be no later than ten (10) In Business Days after the date Return Bids are due). The Purchaser shall execute each applicable Affiliate Assignment Agreement received in connection with any Auctiona 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 Borrower and the Lenders acknowledge and agree that the subject of an Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses will be determined by the Auction Party Manager, in connection therewith as agreed between consultation with the Purchaser, which determination will be final and binding. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the Purchaser, will be final and binding. None of the Term Administrative Agent, the Auction Party Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Purchaser, the Loan Parties, or any of their Affiliates (whether 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. This Exhibit L shall not require the Purchaser to initiate any Auction. [Foresight Energy LLC Letterhead] [ · ], as Auction Manager Address: [ ] Attention: [ ] Fax No.: [ ] Email: [ ] Re: Loan Auction Ladies and Gentlemen: Reference is made to that certain Credit and Guaranty Agreement, dated as of March 28, 2017 (as amended from time to time, the “Credit Agreement”), among FORESIGHT ENERGY LLC, a 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. (iv) Notwithstanding anything . Capitalized terms used but not defined herein have the meanings given to such terms in any Loan Document the Credit Agreement. Borrower hereby gives notice to the contrary, for purposes Lenders that it desires to conduct the following Auction: · Auction Amount: $[ ] in principal amount of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate[Term Loans][Incremental Term Loans][Refinancing Term Loans](1) shall be deemed to have been given upon the Auction Agent’s (or its delegate’s) actual receipt during normal business hours · Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount 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 opening of business on the next Business Day[Term Loans][Incremental Term Loans][Refinancing Term Loans]. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party may not withdraw an Auction other than a Failed AuctionAuction or one or more conditions or contingencies have not been satisfied (or waived by the Auction Party). Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition one or more conditions or contingencies to any Auction, including the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction applicable Purchasing Borrower Party may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Purchase Offer only if no Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established Bid has been received by the Auction Agent acting in its reasonable discretion and as reasonably agreed by Manager at the Borrower. time of withdrawal. Any Return Bid (iiiincluding any component bid thereof) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that delivered to the Auction Agent Manager may require not be withdrawn, modified, revoked, terminated or canceled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 2.24 of the First Lien Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by such Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as a condition to any Auction, the payment of customary fees and expenses determined jointly by the Auction Party in connection therewith as agreed between the Auction such Purchasing Borrower Party and the Auction Agent. Manager (iv) Notwithstanding anything which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Assignment and Assumption received in any Loan Document connection with a Qualifying Bid. All questions as to the contrary, for purposes form of this definition, each notice or other communication required to documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 determined by the Auction Agent Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be 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 offering document, in consultation with the applicable Purchasing Borrower Party, will be final and 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 or any of their Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties, or any of their Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such Affiliate information. This Exhibit C shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offers. THIS FIRST 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 performance 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 such delegated duties by such AffiliateAugust 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 exculpatory provisions 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 shall apply in order to each Affiliate of induce the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition Lenders to extend such credit. Accordingly, the parties hereto agree as well as activities of the Auction Agent.follows:

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party Company may not withdraw an Auction other than a Failed only in the event that, as of such time, no Qualifying 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 the time which otherwise would have been the time of purchase of the Term Loans pursuant to the respective Auction. Furthermore, in connection with any AuctionAuction with respect to particular Term Loans, upon submission by a Term Lender of a Qualifying Return Bid, such Term Lender will not have any withdrawal rights. Any Return Bid (eachincluding any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Term Lender. However, an Auction may become void if the conditions to the purchase of the applicable Term Loans by the Company required by the terms and conditions of Section 6.2.5 of the Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the Company is required in accordance with the foregoing provisions shall be paid directly by the Company to the respective assigning Term Lender on a settlement date as determined jointly by the Company and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The Company shall execute each applicable Auction Assignment and 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 an Auction will be determined by the Auction Manager, in consultation with the Company, and their determination will be final 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 interpretation of the terms and conditions of the offering document, in consultation with the Company, will be final and binding 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-Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Company, or any of its affiliates (whether contained in an offering document or 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. None. US, Delaware EDI Holding Company, LLC ▇▇-▇▇▇▇▇▇▇ US, Delaware ▇▇▇▇▇▇▇▇ Fans USA, LLC ▇▇-▇▇▇▇▇▇▇ US, Delaware Hub City, Inc. ▇▇-▇▇▇▇▇▇▇ US, Delaware Hy-Bon Acquisition Corporation ▇▇-▇▇▇▇▇▇▇ US, Delaware Hy-Bon Engineering Company, Inc. ▇▇-▇▇▇▇▇▇▇ US, Delaware Regal Beloit Chain, Inc. ▇▇-▇▇▇▇▇▇▇ US, Indiana ▇▇▇▇▇▇ Manufacturing Company, Inc. ▇▇-▇▇▇▇▇▇▇ US, Indiana ▇▇▇▇▇▇▇ Motors LLC ▇▇-▇▇▇▇▇▇▇ US, Ohio Electronic Design for Industry, Inc. ▇▇-▇▇▇▇▇▇▇ US, Pennsylvania Benshaw, Inc. ▇▇-▇▇▇▇▇▇▇ 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 ▇▇▇▇▇ Motors Incorporated ▇▇-▇▇▇▇▇▇▇ US, Wisconsin RBC Holding LLC ▇▇-▇▇▇▇▇▇▇ US, Wisconsin RBC Horizon, Inc. ▇▇-▇▇▇▇▇▇▇ US, Wisconsin Regal Beloit America, Inc. ▇▇-▇▇▇▇▇▇▇ US, Wisconsin Regal Beloit de Mexico Holding, LLC ▇▇-▇▇▇▇▇▇▇ US, Wisconsin Regal Beloit Leesport, Inc. ▇▇-▇▇▇▇▇▇▇ US, Wisconsin Regal Beloit Logistics, LLC ▇▇-▇▇▇▇▇▇▇ US, Wisconsin Regal-Beloit Flight Service, Inc. ▇▇-▇▇▇▇▇▇▇ US, Wisconsin ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Company ▇▇-▇▇▇▇▇▇▇ 50% US, Wisconsin UCC Corp. ▇▇-▇▇▇▇▇▇▇ 50% US, Wisconsin Unico LLC ▇▇-▇▇▇▇▇▇▇ US, Wisconsin Unico Mexico LLC Australia AFMC Holding Pty. Ltd. ▇▇-▇▇▇▇▇▇▇ Australia Australia Fan & Motor Co Pty Ltd ▇▇-▇▇▇▇▇▇▇ Australia CMG International Pty. Ltd. ▇▇-▇▇▇▇▇▇▇ Australia ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Pty. Limited Australia RBC Australia Holding Co. Pty. Ltd. ▇▇-▇▇▇▇▇▇▇ Australia Regal Beloit Australia Pty. Ltd. ▇▇-▇▇▇▇▇▇▇ Australia Transmission Australia Pty. Ltd. ▇▇-▇▇▇▇▇▇▇ Belgium ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇-▇▇▇▇▇▇▇ Belgium Regal Beloit Belgium NV Brazil Elco Do Brazil Ltda ▇▇-▇▇▇▇▇▇▇ 70% Brazil Regal Beloit do Brasil Ltda ▇▇-▇▇▇▇▇▇▇ British Virgin Islands Grand Delight Investments Ltd ▇▇-▇▇▇▇▇▇▇ British Virgin Islands ▇▇▇▇▇ Court Holdings Ltd. 98-1108448 Bulgaria Elco BG Property EOCD ▇▇-▇▇▇▇▇▇▇ Canada Benshaw Canada Controls, Inc. ▇▇-▇▇▇▇▇▇▇ Canada Elco Moteurs, Inc. ▇▇-▇▇▇▇▇▇▇ Canada Kop-Flex Canada Limited Canada Regal Beloit Canada ULC ▇▇-▇▇▇▇▇▇▇ Canada Regal Beloit Holdings ULC ▇▇-▇▇▇▇▇▇▇ Canada Thomson Technology Power Systems ULC Canada Unico Canada Drives & Systems, Inc. ▇▇-▇▇▇▇▇▇▇ China Changzhou Regal-Beloit Sinya Motor Co. Ltd. ▇▇-▇▇▇▇▇▇▇ China ▇▇▇▇ ▇▇▇▇ Elco Mechanical&Electrical Equipment ▇▇-▇▇▇▇▇▇▇ China ▇▇▇▇▇▇▇ Global (Jiaxing) Motors Co., Ltd. ▇▇-▇▇▇▇▇▇▇ China ▇▇▇▇▇▇▇ (Tianjin) Fans and Blowers Co., Ltd. China Regal Beloit (Changzhou) Co., Ltd. ▇▇-▇▇▇▇▇▇▇ China Regal Beloit (Wuxi) Co., Ltd. ▇▇-▇▇▇▇▇▇▇ China Regal Beloit (Suzhou) Co., Ltd. ▇▇-▇▇▇▇▇▇▇ China Regal Beloit (Yueyang) Co., Ltd. ▇▇-▇▇▇▇▇▇▇ China Regal Beloit Corporation Mgt (Shanghai) Co., Ltd. ▇▇-▇▇▇▇▇▇▇ China Regal Beloit Power Transmission (Zhangzhou) Co., Ltd. ▇▇-▇▇▇▇▇▇▇ China Shanghai ▇▇▇▇▇ Electronic Machinery Co., Ltd. ▇▇-▇▇▇▇▇▇▇ 50% China Shanghai Marathon Gexin Electric Co., Ltd. ▇▇-▇▇▇▇▇▇▇ 55% China Unico China Automation Co. Ltd. Colombia Unico Colombia SAS ▇▇-▇▇▇▇▇▇▇ Cyprus Calamsar Investments Ltd. ▇▇-▇▇▇▇▇▇▇ France Regal Beloit France SAS ▇▇-▇▇▇▇▇▇▇ France SCI de la Peupleraie 50% Germany Cemp International GmbH ▇▇-▇▇▇▇▇▇▇ Germany Mastergear GmbH ▇▇-▇▇▇▇▇▇▇ Germany ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ GmbH Germany Regal Beloit GmbH ▇▇-▇▇▇▇▇▇▇ Germany System Plast GmbH ▇▇-▇▇▇▇▇▇▇ Germany Unico Deutschland GmbH ▇▇-▇▇▇▇▇▇▇ Guatemala Regal Beloit de Centroamerica y el Caribe S.A. de C.V. Hong Kong Elco China Ltd. India Marathon Electric India Pvt Ltd ▇▇-▇▇▇▇▇▇▇ India Marathon Electric Motors (India) Ltd. ▇▇-▇▇▇▇▇▇▇ India ▇▇▇▇▇▇▇ India Private Limited Israel Regal Beloit Israel, Ltd. ▇▇-▇▇▇▇▇▇▇ Italy Cemp Srl ▇▇-▇▇▇▇▇▇▇ Italy Elco E-Trade Srl ▇▇-▇▇▇▇▇▇▇ Italy ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ S.p.A Italy System Plast Srl ▇▇-▇▇▇▇▇▇▇ Malaysia ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Co., Sdn. Bhd. ▇▇-▇▇▇▇▇▇▇ Malaysia Torin Industries Sdn Bhd ▇▇-▇▇▇▇▇▇▇ Mexico Benshaw de Mexico S.A. de C.V. ▇▇-▇▇▇▇▇▇▇ Mexico Capacitores ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇.▇. ▇▇-▇▇▇▇▇▇▇ Mexico Compania Armadora Srl de C.V. ▇▇-▇▇▇▇▇▇▇ Mexico Electromencanica ▇▇▇▇ ▇▇▇▇▇▇▇ & Compania SA de CV ▇▇-▇▇▇▇▇▇▇ Mexico IG-Mex Srl de C.V. ▇▇-▇▇▇▇▇▇▇ Mexico ▇▇▇▇▇ Mexico Sa De C.V. ▇▇-▇▇▇▇▇▇▇ Mexico Marathon Electric Manufacturing De Mexico Srl de C.V. ▇▇-▇▇▇▇▇▇▇ Mexico Motores Domesticas de Piedras Negras Srl de C.V. ▇▇-▇▇▇▇▇▇▇ Mexico Motores ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ de C.V. ▇▇-▇▇▇▇▇▇▇ Mexico Motores ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇.▇. ▇▇-▇▇▇▇▇▇▇ Mexico Motores ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇.▇. ▇▇-▇▇▇▇▇▇▇ Mexico Productos Electricos Aplicados Srl de C.V. ▇▇-▇▇▇▇▇▇▇ Mexico Regal Beloit ▇▇ ▇▇▇▇▇▇▇, Srl de CV Mexico Regal ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇-▇▇▇▇▇▇▇ Mexico Regal ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇ ▇▇ ▇▇ ▇▇ ▇.▇. ▇▇-▇▇▇▇▇▇▇ Mexico Regal ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ ▇.▇. ▇▇-▇▇▇▇▇▇▇ Mexico Regal Beloit Mexico Holding Srl de C.V. ▇▇-▇▇▇▇▇▇▇ Mexico ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇.▇. ▇▇-▇▇▇▇▇▇▇ Mexico Tecnojar-SA de CV ▇▇-▇▇▇▇▇▇▇ Netherlands ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇.▇. ▇▇-▇▇▇▇▇▇▇ Netherlands Elco Group B.V. ▇▇-▇▇▇▇▇▇▇ Netherlands EPC Mexico Holding B.V. ▇▇-▇▇▇▇▇▇▇ Netherlands RBC Foreign Manufacturing B.V. ▇▇-▇▇▇▇▇▇▇ Netherlands Regal Beloit Finance B.V. ▇▇-▇▇▇▇▇▇▇ Netherlands Regal Beloit Holding B.V. ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇-▇▇▇▇▇▇▇ Netherlands Rotor Beheer B.V. ▇▇-▇▇▇▇▇▇▇ New Zealand Regal Beloit New Zealand Ltd Romania Regal Beloit Romania SRL Russia OOO Elco Motors ▇▇-▇▇▇▇▇▇▇ 99% (1% owned by ▇▇▇▇ ▇▇▇▇▇▇▇, Sales Manager) Singapore ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Pte. Ltd. ▇▇-▇▇▇▇▇▇▇ Singapore Regal Beloit Asia Pte. Ltd. ▇▇-▇▇▇▇▇▇▇ Slovakia Regal Beloit Slovakia, s.r.o. South Africa Regal Beloit South Africa ▇▇-▇▇▇▇▇▇▇ South Africa Regal Empowered SA (Pty) Ltd Spain Elco Motores Espana SA ▇▇-▇▇▇▇▇▇▇ Spain Greensburg, S.L. ▇▇-▇▇▇▇▇▇▇ Spain ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ AB Spain Regal Beloit Spain SA Sweden ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ AB ▇▇-▇▇▇▇▇▇▇ Thailand Fasco Motors Thailand Ltd. ▇▇-▇▇▇▇▇▇▇ Thailand Fasco Yamabishi Co. ▇▇-▇▇▇▇▇▇▇ Thailand ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Co., Ltd. UAE Regal Beloit FZE ▇▇-▇▇▇▇▇▇▇ UK ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Limited ▇▇-▇▇▇▇▇▇▇ UK ▇▇▇▇▇▇▇▇ Mastergear Ltd. ▇▇-▇▇▇▇▇▇▇ UK Regal Beloit (UK) Ltd ▇▇-▇▇▇▇▇▇▇ UK Regal Manufacturing Ltd. ▇▇-▇▇▇▇▇▇▇ UK Rotor (UK) Ltd. ▇▇-▇▇▇▇▇▇▇ UK System Plast Ltd. UK Unico (UK) Ltd. ▇▇-▇▇▇▇▇▇▇ Venezuela Unicoven C.A. ▇▇-▇▇▇▇▇▇▇ None. 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 Elco Group BV / Multiple Providers $198,912 Regal Beloit Spain $664,419 Wisconsin DFI – UCC ▇▇▇▇▇ Glove and Safety MFG. CO. LLC 150010445822 8/17/2015 Work gloves, safety closing and safety products. 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. Certain partnerships and joint ventures are set forth on Schedule 9.8. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Website: ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ U.S. Taxpayer Identification Number: ▇▇-▇▇▇▇▇▇▇ U.S. Bank National Association ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Agency Services Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Electronic Mail: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇ Fargo Commercial Banking ▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Electronic Mail: ▇▇▇▇▇.▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇ Fargo Commercial Banking ▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇ Blvd. Charlotte, NC 28262 Attn: Syndication Agency Services Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Standby LC Dept ▇ ▇▇▇▇▇ ▇▇▇. Mail Code: PA6-580-02-30 Scranton, PA. 18507 Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇@▇▇▇▇.▇▇▇ BANK OF AMERICA, N.A. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇.▇▇▇ ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇)-▇▇▇-▇▇▇▇ ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Electronic Mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ ▇▇ ▇. ▇▇▇▇▇▇▇▇, L2 Floor Chicago, IL 60603 Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Electronic Mail: ▇▇▇▇▇▇▇.▇▇.▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Electronic Mail: ▇▇▇.▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇@▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ JPMorgan Chase Bank N.A. Account No.: 9008113381C3819 Acct Name: LS2 Incoming Account Ref: Regal Beloit Corp ABA# ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Electronic Mail: ▇▇▇.▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇@▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ [●], 2018 FOR VALUE RECEIVED, the undersigned, REGAL BELOIT CORPORATION (the “Qualifying Company”), promises to pay to the order of (the “Term Lender”) will be obligated the aggregate unpaid principal amount of all Term Loans made by the Term Lender to sell the entirety Company pursuant to the Amended and Restated Credit Agreement dated as of August 27, 2018(as amended, restated or its allocable portion 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 Company further promises to pay interest on the unpaid principal amount of the Reply Amount, as the case may be, Term Loans evidenced hereby from time to time at the Applicable Price. (ii) To rates, on the extent not expressly dates, and otherwise as provided for herein, in the Credit Agreement. The Term Lender is authorized to endorse the amount and the date on which the Term Loan is made and each purchase payment of Term Loans pursuant to an Auction principal with respect thereto on the schedule annexed hereto and made a part hereof or on continuations thereof which shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion attached hereto and as reasonably agreed by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as made a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communicationpart hereof; provided that any notice failure to endorse such information on such schedule or communication actually received outside continuation thereof shall not in any manner affect any obligation of normal business hours 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 maturity hereof upon the happening of certain 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 deemed to have been given as governed by, and construed and interpreted in accordance with, the laws of the opening State of business on the next Business DayNew York. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Administrative Borrower. (iii) In connection with any Auction, the Borrower Borrowers and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower Borrowers and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Lead Borrower. (iii) In connection with any Auction, the Lead Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Lead Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.-35- #96942867v160458181 #96942867v1

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party may not withdraw an Auction other than a Failed Auction. Furthermore, in In connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell accept the prepayment of the entirety or its allocable pro rata portion of its applicable Term Advances in the Reply Amount, as the case may be, Amount at the Applicable Discounted Price. (ii) To . The Borrower will not have any obligation to prepay any Term Loans outside of the extent not expressly provided for herein, each purchase 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 pursuant to in an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition(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 Auction Agent acting in its reasonable discretion and as reasonably agreed to by the Borrower. . The Borrower may extend the Acceptance Date of an Auction by notice given at least 24 hours before the Acceptance Date set forth in the Auction Notice. The provisions of this Exhibit M shall not limit or restrict the Borrower from making voluntary prepayments of any Term Loans in accordance with Section 2.11(a) of this Agreement. Citibank, N.A., as Agent for the Lenders parties to the Credit Agreement referred to below ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Building #3 New Castle, Delaware 19720 Attention: Bank Loan Syndications Department Re: Auction Ladies and Gentlemen: Credit Agreement, dated as of October 3, 2011 (iii) In connection with any Auctionas amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Borrower “Credit Agreement”) among Sealed Air Corporation, the other borrowers parties thereto, Citibank, N.A., as Agent for the Lenders and the Lenders acknowledge and agree that other financial institutions from time to time party thereto. Capitalized terms used but not otherwise defined herein shall have the Auction Agent may require as a condition to any Auction, meanings set forth in the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party Credit Agreement and the Auction Agent. (iv) Notwithstanding anything in any Loan Document Procedures. The [Borrowers] hereby give notice to the contraryLenders that it desires to conduct the following Auction: • Auction Amount: $[ ], for purposes representing [the total par principal amount of this definition, each notice or other communication required Term Advances] [the total cash amount offered to be delivered or otherwise provided paid in exchange for Term Advances] pursuant to the Auction Agent • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Term Advances The [Borrowers] hereby represent that they do not have any material non-public information with respect to the Loan Parties that has not been disclosed to the Lenders (or its delegateother than Lenders that do not wish to receive material non-public information with respect to the Loan Parties) prior to the date hereof The Auction shall be deemed to have been given upon the consummated in accordance with Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction Procedures with each Return Bid due by [ ]. Very truly yours, [NAME OF BORROWERS], By: Name: Title: [Insert Administrative 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.Contact Details]

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party Borrower may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission only if (i) no Qualifying Bid has been received by a Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, Auction Manager at the Applicable Price. time of withdrawal or (ii) To the extent not expressly provided for hereinBorrower has failed, each 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 by a Lender. However, an Auction may become void if the conditions to the purchase set forth in Section 4.15 of the Term Loan Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the Borrower is required in accordance with the foregoing provisions shall be consummated pursuant to procedures consistent with the provisions in this definition, established paid directly by the Auction Agent acting in its reasonable discretion and Borrower to the respective assigning Lender on a settlement date as reasonably agreed determined jointly by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due with respect to such Auction). The Borrower shall execute each applicable Auction Assignment and agree 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 an Auction will be reasonably determined by the Auction Manager, in consultation with the Borrower, and its determination will be 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 offering document, in consultation with the Borrower, will be final and 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 or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrower, the Credit Parties, or any of their Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. In the event that the Auction Agent may require as a condition to any AuctionManager is not the Administrative Agent, at the request of the Auction Manager or the Borrower, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided Administrative Agent shall provide reasonable assistance to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower Manager and the Borrower with respect to the posting and/or disseminating of any information to the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliaterequired hereby. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.▇▇▇▇▇ Fargo Bank, National Association $ 550,000,000 100 % 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 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 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 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

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party Offeror may withdraw a Dutch Auction by written notice to the Auction Manager (x) in the circumstances described in clause (c)(i) above or (y) 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 Auction Offeror. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not withdraw an be modified, revoked, terminated or cancelled; provided that a 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 other shall become void if the Auction Offeror 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 of this Agreement. The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Auction Offeror directly to the respective assigning Term Lender on a settlement date as determined by the Auction Manager in consultation with the Auction Offeror (which shall be no later than a Failed Auctionten (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. Furthermore, The Auction Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To All questions as to the extent not expressly provided for herein, each purchase form of documents and validity and eligibility of Term Loans pursuant to an that are the subject of a Dutch Auction shall will be consummated pursuant to procedures consistent with the provisions in this definition, established determined by the Auction Agent acting Manager, in its reasonable discretion consultation with the Auction Offeror, and as reasonably agreed by the BorrowerAuction 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 Auction Offeror, will be final and binding. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that None of the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Holdings, its Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may require as a condition to any Auction, have occurred and may affect the payment significance or accuracy of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agentsuch information. (iv) Notwithstanding anything The Auction Manager acting in any Loan Document its capacity as such under a Dutch Auction shall be entitled to the contrary, for purposes benefits of the provisions of Section 9 and Section 10.5 of this definition, each notice or other communication required to be delivered or otherwise provided Agreement to the Auction Agent (or its delegate) shall be deemed same extent as if each reference therein to have been given upon the “Loan Documents” were a reference to the Offer Documents, the Auction 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 Notice and Auction Assignment and Acceptance and each reference therein to have been given as of the opening of business on “Transactions” were a reference to the next Business Daytransactions contemplated hereby. (v) The Borrower and the Lenders acknowledge and agree that the Auction Agent may perform procedures listed in clauses (a) through (f) above shall not require Holdings or any and all of its duties under this definition by itself or through Subsidiaries to initiate any Affiliate of the Auction Agent and expressly consent Dutch Auction, nor shall any Term Lender be obligated to participate in any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction AgentDutch Auction.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Administrative Borrower. (iii) In connection with any Auction, the Administrative Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent.customary (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The the Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) 1. Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) 2. To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the BorrowerBorrower Representative. (iii) 3. In connection with any Auction, the Borrower Borrowers and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) 4. Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower 5. the Borrowers and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party Borrower may not withdraw an Auction other than a Failed only in the event that, as of such time, no Qualifying 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 the time which otherwise would have been the time of purchase of the Loans pursuant to the respective Auction. Furthermore, in connection with any AuctionAuction with respect to particular Loans, upon submission by a Lender of a Qualifying Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (eachincluding any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a “Qualifying Lender”) will be obligated . However, an Auction may become void if the conditions to sell the entirety or its allocable portion purchase of the Reply Amount, as applicable Loans by the case may be, at Borrower required by the Applicable Price. (ii) To terms and conditions of Section 2.19 of the extent Agreement are not expressly provided met. The purchase price in respect of each Qualifying Bid for herein, each which purchase of Term Loans pursuant to an Auction by the Borrower is required in accordance with the foregoing provisions shall be consummated pursuant to procedures consistent with the provisions in this definition, established paid directly by the Auction Agent acting in its reasonable discretion and Borrower to the respective assigning Lender on a settlement date as reasonably agreed determined jointly by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The Borrower shall execute each applicable Auction Assignment and agree Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Loans that are the subject of an Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses will be determined by the Auction Party Manager, in connection therewith consultation with the Borrower, and their determination will be final and binding so long as agreed between 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 offering document, in consultation with the Borrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.19 of the Agreement or this Schedule. None of the Agent, the Auction Party 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 Borrower, the other Loan Parties, or any of their affiliates (whether contained in an offering document or 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 Borrower to initiate any Auction or the Agent or any Agent-Related Person to act as Auction Manager. None. None. (iva) Notwithstanding anything Subsidiaries: (b) Equity Investments: Hanger, Inc.: JURISDICTION SECURED PARTY FILE NUMBER FILING DATE SUMMARY COLLATERAL DESCRIPTION ADDITIONAL FILINGS JURISDICTION SECURED PARTY FILE NUMBER FILING DATE SUMMARY COLLATERAL DESCRIPTION ADDITIONAL FILINGS Hanger Prosthetics & Orthotics, Inc.: JURISDICTION SECURED PARTY FILE NUMBER FILING DATE SUMMARY COLLATERAL DESCRIPTION ADDITIONAL FILINGS Hanger Prosthetics & Orthotics East, Inc.: JURISDICTION SECURED PARTY FILE NUMBER FILING DATE SUMMARY COLLATERAL DESCRIPTION ADDITIONAL FILINGS (1) The proceeds of the Loans made under the Agreement will be used, in any Loan Document part, to redeem all of Hanger, Inc.’s outstanding 10.625% Senior Notes due 2018 (by the contraryirrevocable deposit with the trustee in respect of such Senior Notes of a sufficient amount of the proceeds of such Loans to effectuate a satisfaction and discharge thereof). Indenture, for purposes dated as of this definitionNovember 2, 2010, among Hanger, Inc., each notice of the subsidiary guarantors party thereto and Wilmington Trust Company, as trustee, relating to Hanger, Inc.’s 10.625% Senior Notes due 2018, and the notes issued thereunder and agreements relating thereto, as each of the foregoing may be amended or other communication required supplemented from time to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 time. Credit Agreement, dated as of June 17, 2013, among Hanger, Inc., the opening lenders party thereto and Bank of business on the next Business Day. (v) The Borrower America, N.A., as Administrative Agent, Issuer and the Lenders acknowledge and agree that the Auction Agent Swing Line Lender, as it may perform any and all of its duties under this definition by itself be amended, restated, modified, supplemented, extended, renewed, refunded, replaced or through any Affiliate refinanced from time to time. Certain of the Auction Agent and expressly consent to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate Cash Management Agreements permitted under Section 8.05(k) of the Auction Agent Agreement. BORROWER: Hanger, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President, General Counsel and its respective activities in connection with Secretary Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Electronic Mail: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Hanger, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Executive Vice President and Chief Financial Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Electronic Mail: ▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Copies of material notices, including notices of any purchase of Term Loans provided for in this definition as well as activities of the Auction AgentDefault, to: ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Electronic Mail: ▇▇▇▇▇@▇▇▇▇▇.▇▇▇ ADMINISTRATIVE AGENT:

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be NY\6497185.2 obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the BorrowerBorrower Representative. (iii) In connection with any Auction, the Borrower Borrowers and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower Borrowers and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party Borrower may not withdraw an Auction other than a Failed only in the event that, as of such time, no Qualifying 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 the time which otherwise would have been the time of purchase of the Term Loans pursuant to the respective Auction. Furthermore, in connection with any AuctionAuction with respect to particular Term Loans, upon submission by a Term Lender of a Qualifying Return Bid, such Term Lender will not have any withdrawal rights. Any Return Bid (eachincluding any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a “Qualifying Term Lender”) will be obligated . However, an Auction may become void if the conditions to sell the entirety or its allocable portion purchase of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of applicable Term Loans pursuant to an Auction by the Borrower required by the terms and conditions of Section 2.19 of the Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the Borrower is required in accordance with the foregoing provisions shall be consummated pursuant to procedures consistent with the provisions in this definition, established paid directly by the Auction Agent acting in its reasonable discretion and Borrower to the respective assigning Term Lender on a settlement date as reasonably agreed determined jointly by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The Borrower shall execute each applicable Auction Assignment and agree 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 an Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses will be determined by the Auction Party Manager, in connection therewith consultation with the Borrower, and their determination will be final and binding so long as agreed between 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 offering document, in consultation with the Borrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.19 of the Agreement or this Schedule. None of the Agent, the Auction Party 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 Borrower, the other Loan Parties, or any of their affiliates (whether contained in an offering document or 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 Borrower to initiate any Auction or the Agent or any Agent-Related Person to act as Auction Manager. None. None. (iva) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.Subsidiaries:

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon provided by 5:00 p.m. (or such later time as may be agreed by the Auction 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 after such time shall be deemed to have been given as of the opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party may not withdraw an Auction other than a Failed Auction. Furthermore, in In connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell accept the prepayment of the entirety or its allocable pro rata portion of its applicable Class or Classes of Term Loans in the Reply Amount, as the case may be, Amount at the Applicable Discounted Price. (ii) To . The Borrower will not have any obligation to prepay any Term Loans outside of the extent not expressly provided for herein, each purchase 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 pursuant to in an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition(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 Auction Administrative Agent acting in its reasonable discretion and as reasonably agreed to by the Borrower. The Borrower may extend the Acceptance Date of an Auction by notice given at least 24 hours before the Acceptance Date set forth in the Auction Notice. The provisions of this Exhibit G shall not limit or restrict the Borrower from making voluntary prepayments of any Term Loans in accordance with Section 2.11(a) of this Agreement. [Insert Administrative Agent Contact Details] Re: Auction Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of [ 🌑 ], 2017 (as amended from time to time, the “Credit Agreement”), among Affinion Group Holdings, Inc., Affinion Group, Inc. (the “Borrower”), the Lenders from time to time party thereto and HPS Investment Partners, LLC, as administrative agent and collateral agent for the Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. The Borrower hereby gives notice to the Lenders that it desires to conduct the following Auction: • Auction Amount: $[ ], representing [the total par principal amount of [insert applicable Class or Classes of Term Loans]] [the total cash amount offered to be paid in exchange [insert applicable Class or Classes of Term Loans] pursuant to the Auction • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of [insert applicable Class or Classes of Term Loans] The Borrower hereby represents that it does not possess any material non-public information with respect to Holdings or any of its Subsidiaries that has not been disclosed to the Lenders (other than Lenders that do not wish to receive material non-public information with respect to Holdings or any of its Subsidiaries) prior to the date hereof, and, if not disclosed to the Lenders, could reasonably be expected to have a material effect upon, or otherwise be material to, (1) a Lender’s decision to participate in any Auction or (2) the market price of the [insert applicable Class or Classes of Term Loans] subject to this Auction The Auction shall be consummated in accordance with Auction Procedures with each Return Bid due by [ ]. Very truly yours, AFFINION GROUP, INC. , By: Name: Title: [Insert Administrative Agent Contact Details] Re: Auction Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of [ 🌑 ], 2017 (as amended from time to time, the “Credit Agreement”), among Affinion Group Holdings, Inc., Affinion Group, Inc. (the “Borrower”), the Lenders from time to time party thereto and HPS Investment Partners, LLC, as administrative agent and collateral agent for the Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. The undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:14 Loans Reply Price (price per $1,000) Reply Amount (par principal amount) [Insert applicable Class or Classes of Term Loans] $[ ] $ [ ] The undersigned Lender acknowledges that the submission of this Return Bid obligates the Lender to accept the prepayment of the entirety of its pro rata portion of its [Insert applicable Class or Classes of Term Loans] in the Reply Amount at the Applicable Discounted Price, and that this Return Bid may not be withdrawn. Very truly yours, [LENDER] By: Name: Title: 14 To be revised as appropriate to accommodate more than one bid if elected by the Administrative Agent and the Borrower in accordance with the Auction Procedures. Reference is hereby made to the Credit Agreement dated as of [ 🌑 ], 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Affinion Group Holdings, Inc., Affinion Group, Inc., the Lenders, and HPS Investment Partners, LLC, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) In connection it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with any Auctiona certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Lenders acknowledge Administrative Agent, and agree that (2) the Auction undersigned shall have at all times furnished the Borrower and the Administrative Agent may require 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[ ] (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as a condition of [ 🌑 ], 2017 (as amended, supplemented or otherwise modified from time to any Auctiontime, the payment “Credit Agreement”), among Affinion Group Holdings, Inc., Affinion Group, Inc., the Lenders, and HPS Investment Partners, LLC, and each lender from time to time party thereto. Pursuant to the provisions of customary fees Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and expenses by beneficial owner of the Auction Party participation in connection therewith as agreed between respect of which it is providing this certificate, (ii) it is not a bank within the Auction Party 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 871(h)(3)(B) of the Code, and the Auction Agent. (iv) Notwithstanding anything in any Loan Document it is not a controlled foreign corporation related to the contraryBorrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, for purposes of the undersigned agrees that (1) if the information provided on this definitioncertificate 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 notice or other communication required payment is to be delivered 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[ ] (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of [ 🌑 ], 2017 (as amended, supplemented or otherwise provided modified from time to time, the “Credit Agreement”), among Affinion Group Holdings, Inc., Affinion Group, Inc., the Lenders, and HPS Investment Partners, LLC, and each lender from time to time party thereto. Pursuant to the Auction Agent provisions of Section 2.17 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 its delegate) shall be deemed to have been given upon indirect partners/members are the Auction Agent’s (or its delegate’s) actual receipt during normal business hours sole beneficial owners of such notice participation, (iii) with respect such participation, neither the undersigned nor any of its direct or communication; provided that any notice indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or communication actually received outside business within the meaning of normal business hours shall be deemed to have been given as Section 881(c)(3)(A) of the opening Code, (iv) none of business on its direct or indirect partners/members is a ten percent shareholder of the next Business Day. Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Reference is hereby made to the Credit Agreement dated as of [ 🌑 ], 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Affinion Group Holdings, Inc., Affinion Group, Inc., the Lenders, and HPS Investment Partners, LLC, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 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 or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Lenders acknowledge Administrative Agent, and agree that (2) the Auction undersigned shall have at all times furnished the Borrower and the Administrative Agent may perform any with a properly completed and all of its duties under this definition by itself currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or through any Affiliate in either of the Auction Agent two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and expressly consent used herein shall have the meanings given to any such delegation them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] None. None. Set forth on this Schedule 1.01(e) are the Agreed Security Principles referred to in the Credit Agreement, dated as of duties May 10, 2017 (as amended, extended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), by and among, AFFINION GROUP HOLDINGS, INC., a Delaware corporation (“Holdings”), AFFINION GROUP, INC., a Delaware corporation (the Auction Agent “Borrower”), the Lenders (as defined in the Credit Agreement) from time to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection time party thereto, HPS INVESTMENT PARTNERS, LLC, as administrative agent (together with any purchase of Term Loans provided successor administrative agent appointed pursuant hereto, in such capacity, the “Administrative Agent”) and as collateral agent (together with any successor collateral agent appointed pursuant hereto, in such capacity, the “Collateral Agent”) for the Lenders. Capitalized terms used but not defined herein shall have the meanings specified therefor in this definition as well as activities of the Auction AgentCredit Agreement.

Additional Procedures. (i) Once No Borrower is required to undertake any Auction, but once initiated by an Auction Notice, the Auction Party a Borrower may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Return Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable pro rata portion of the Reply Amount, as the case may be, Amount at the Applicable Discounted Price. (ii) To . The Borrower will not have any obligation to purchase any Applicable Loans outside of the extent not expressly provided for herein, each 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 purchase of Term Applicable Loans pursuant to in an Auction shall be consummated pursuant to procedures consistent (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 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 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 then-scheduled expiration time for such Auction. In addition, the Borrower may extend the expiration time of an Auction at least 24 hours before such expiration time. The provisions of this Exhibit D shall not limit or restrict the Borrowers from making voluntary prepayments of any Applicable Loans in accordance with the provisions in this definitionof the Credit Agreement. [Manager] [Address] Attention: [ ] Credit Suisse AG, established by as Administrative Agent Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the Auction Agent acting in its reasonable discretion and Credit Agreement dated as reasonably agreed by the Borrower. of November 10, 2010 (iii) In connection with any Auctionas amended, supplemented or otherwise modified from time to time, the Borrower “Credit Agreement”), among CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ Services, Inc., a Delaware corporation, CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ Limited, a limited company organized under the laws of England and Wales, CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ Limited, a corporation organized under the Lenders acknowledge laws of the province of New Brunswick, CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ Pty Limited, a company organized under the laws of Australia and agree that registered in New South Wales, CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ Limited, a company organized under the Auction Agent may require as laws of New Zealand, CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc., a condition to any AuctionDelaware corporation, the payment of customary fees lenders from time to time party thereto (the “Lenders”), and expenses by Credit Suisse AG, as Administrative Agent and Collateral Agent for the Auction Party Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in connection therewith as agreed between the Auction Party Credit Agreement and the Auction Agent. (iv) Notwithstanding anything in any Loan Document Procedures set forth as Exhibit D thereto. The undersigned Borrower hereby gives notice to the contraryholders of the [Tranche A] [Tranche B] [Other Term] Loans that it desires to conduct the following Auction: • Auction Amount: $[ ] [Tranche A] [Tranche B] [Other Term] Loans, for purposes representing [the total par principal amount of this definition, each notice or other communication required such Term Loans offered to be delivered or otherwise provided purchased] [the total cash amount offered to be paid pursuant to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction Agent’s (or its delegate’s) actual receipt during normal business hours Auction] • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.[Tranche A] [Tranche B] [Other Term] Loans

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party Borrowers may not withdraw an Auction other by written notice to the Auction Manager no later than a Failed Auction24 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 either Borrower. FurthermoreAny Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, in connection with any Auctionrevoked, upon submission by terminated or cancelled; provided that a Lender of may modify a Qualifying Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion an Auction shall become void if either of the Reply Amount, as Borrowers fails to satisfy one or more of the case may be, at conditions to the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant set forth in Section 2.22 of the Credit Agreement. The purchase price for each Discounted Prepayment shall be paid in cash by the Borrowers directly to the assigning Lenders on a settlement date as determined by agreement of the Auction Manager and the Administrative Borrower (on behalf of the Borrowers) (which shall be no later than 10 Business Days after the date Return Bids are due). The Borrowers shall execute each applicable 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 an Auction shall will be consummated pursuant to procedures consistent determined by the Auction Manager, in consultation with the Administrative Borrower (on behalf of the Borrowers), and the Auction Manager’s determination will be final and binding so long as such determination is not inconsistent with the provisions of Section 2.22 of the Credit Agreement or this Exhibit G. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the Administrative Borrower (on behalf of the Borrowers), will be final and binding so long as such determination is not inconsistent with the provisions of Section 2.22 of the Credit Agreement or this definitionExhibit G. None of the Administrative Agent, established by the Auction Manager, any other Agent acting or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the other Loan Parties, or any of their Affiliates contained in its reasonable discretion 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 a Discounted Prepayment, the Term Loans subject to such Discounted Prepayment and all rights and obligations as reasonably agreed 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 the Borrowers shall neither obtain nor have any rights as a Lender under the Credit Agreement or under the other Loan Documents by virtue of such Discounted Prepayment. This Exhibit G shall not require the Borrower. (iii) In connection with Borrowers to initiate any Auction. $[____________] New York, New York FOR VALUE RECEIVED, the Borrower and undersigned Borrowers (as defined in the Lenders acknowledge and agree that the Auction Agent may require as a condition Credit Agreement referred to any Auctionbelow), the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to the contrary, for purposes order of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent _____________________________ (or its delegateregistered assigns) (the “Lender”), on the Term Loan Maturity Date, at the offices of Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) pursuant to the Credit Agreement (as hereinafter defined) for the financial institutions party thereto as Lenders, at its address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as the Administrative Agent may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the principal amount of the lesser of (a) ______________________________________ DOLLARS AND __ CENTS ($__________) and (b) the aggregate unpaid principal amount of all Term Loans of the Lender outstanding under the Credit Agreement referred to below. The Borrowers further jointly and severally agree to pay interest in like money at such office on the unpaid principal amount hereof from time to time at the rates, and on the dates, specified in Section 2.06 of the Credit Agreement. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein. The holder of this Note may endorse and attach a schedule to reflect the date, Type and amount of each Term Loan of the Lender outstanding under the Credit Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of each interest rate conversion or continuation pursuant to Section 2.08 of the Credit Agreement and the principal amount subject thereto; provided that the failure of the Lender to make any such recordation (or any error in such recordation) shall not affect the obligations of the Borrowers hereunder or under the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, dated as of August 5, 2014 (as the same now exists or may hereafter be deemed amended, amended and restated, modified, supplemented, extended, renewed, restated or otherwise modified from time to have time, the “Credit Agreement”), among Overseas Shipholding GroupInternational Seaways, Inc., (f/k/a Delaware corporation, OSG International, Inc.), a ▇▇▇▇▇▇▇▇ Islands corporation (the “Administrative Borrower”), OIN Delaware LLC, a Delaware limited liability company (the “Co-Borrower” and, together with the Administrative Borrower, the “Borrowers”), the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent for the Lenders, Jefferies Finance LLC, as collateral agent and mortgage trustee for the Secured Parties, and the other Agents party thereto. This Note is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been given granted, the nature and extent of the security and guarantees, the terms and conditions upon which the Auction Agent’s security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. OSG INTERNATIONAL SEAWAYS, INC., as Administrative Borrower By: Name: Title: OIN Delaware LLC, as Co-Borrower By: Name: Title: $[____________] New York, New York FOR VALUE RECEIVED, the undersigned Borrowers (as defined in the Credit Agreement referred to below), HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to [the order of] _____________________________ [(or its delegate’sregistered assigns)] (the “Lender”), on the Revolving Maturity Date, at the offices of Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) actual receipt during normal business hours pursuant to the Credit Agreement (as hereinafter defined) for the financial institutions party thereto as Lenders, at its address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as the Administrative Agent may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the principal amount of the lesser of (a) ______________________________________ DOLLARS AND __ CENTS ($__________) and (b) the aggregate unpaid principal amount of all Revolving Loans of the Lender outstanding under the Credit Agreement referred to below. The Borrowers further jointly and severally agree to pay interest in like money at such notice office on the unpaid principal amount hereof from time to time at the rates, and on the dates, specified in Section 2.06 of the Credit Agreement. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein. The holder of this Note may endorse and attach a schedule to reflect the date, Type and amount of each Revolving Loan of the Lender outstanding under the Credit Agreement, the date and amount of each payment or communicationprepayment of principal hereof, and the date of each interest rate conversion or continuation pursuant to Section 2.08 of the Credit Agreement and the principal amount subject thereto; provided that the failure of the Lender to make any notice such recordation (or communication actually received outside any error in such recordation) shall not affect the obligations of normal business hours shall be deemed the Borrowers hereunder or under the Credit Agreement. This Note is one of the Notes referred to have been given in the Credit Agreement, dated as of August 5, 2014 (as the opening same now exists or may hereafter be amended, amended and restated, modified, supplemented, extended, renewed, restated or otherwise modified from time to time, the “Credit Agreement”), among Overseas Shipholding GroupInternational Seaways, Inc., (f/k/a Delaware corporation, OSG International, Inc.), a ▇▇▇▇▇▇▇▇ Islands corporation (the “Administrative Borrower”), OIN Delaware LLC, a Delaware limited liability company (the “Co-Borrower” and, together with the Administrative Borrower, the “Borrowers”), the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent for the Lenders, Jefferies Finance LLC, as collateral agent and mortgage trustee for the Secured Parties, Jefferies Finance LLC, as Swingline Lender, Jefferies Finance LLC, as an Issuing Bank, and the other Agents party thereto. This Note is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of business the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. OSG INTERNATIONAL SEAWAYS, INC., as Administrative Borrower By: Name: Title: OIN DELAWARE LLC, as Co-Borrower By: Name: Title: $10,000,000.00 New York, New York FOR VALUE RECEIVED, the undersigned Borrowers (as defined in the Credit Agreement referred to below), HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to the order of Jefferies Finance LLC (the “Swingline Lender”), on the next Business Day. Revolving Maturity Date, at the offices of Jefferies Finance LLC, as administrative agent (vin such capacity, the “Administrative Agent”) pursuant to the Credit Agreement (as hereinafter defined) for the financial institutions party thereto as Lenders, at its address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as the Administrative Agent may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the principal amount of the lesser of (a) TEN MILLION DOLLARS AND ZERO CENTS ($10,000,000.00) and (b) the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Lender to the undersigned pursuant to Section 2.17 of the Credit Agreement referred to below. The Borrower Borrowers further jointly and severally agree to pay interest in like money at such office on the unpaid principal amount hereof from time to time from the date hereof at the rates and on the dates specified in Section 2.06 of the Credit Agreement. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein. The holder of this Note may endorse and attach a schedule to reflect the date, the amount of each Swingline Loan and the Lenders acknowledge date and agree amount of each payment or prepayment of principal thereof; provided that the Auction failure of the Swingline Lender to make such recordation (or any error in such recordation) shall not affect the obligations of the Borrowers hereunder or under the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, dated as of August 5, 2014 (as the same now exists or may hereafter be amended, amended and restated, modified, supplemented, extended, renewed, restated, replaced or otherwise modified from time to time, the “Credit Agreement”), among Overseas Shipholding GroupInternational Seaways, Inc., (f/k/a Delaware corporation, OSG International, Inc.), a ▇▇▇▇▇▇▇▇ Islands corporation (the “Administrative Borrower”), OIN Delaware LLC, a Delaware limited liability company (the “Co-Borrower” and, together with the Administrative Borrower, the “Borrowers”), the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent for the Lenders, Jefferies Finance LLC, as collateral agent and mortgage trustee for the Secured Parties, the Swingline Lender, Jefferies Finance LLC, as an Issuing Bank, and the other Agents party thereto. This Note is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may perform any be declared to be, immediately due and payable, all as provided therein. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of its duties under this definition by itself any kind. OSG INTERNATIONAL SEAWAYS, INC., as Administrative Borrower By: Name: Title: OIN DELAWARE LLC, as Co-Borrower By: Name: Title: Reference is hereby made to (i) that certain Security Agreement, dated as of August 5, 2014 (as the same now exists or through any Affiliate of may hereafter be amended, amended and restated, modified, supplemented, extended, renewed, restated, replaced or otherwise modified from time to time, the Auction Agent and expressly consent “Security Agreement”), among International Seaways, Inc. (f/k/a OSG International, Inc.), a ▇▇▇▇▇▇▇▇ Islands corporation (the “Administrative Borrower”), OIN Delaware LLC, a Delaware limited liability company (the “Co-Borrower” and, together with the Administrative Borrower, the “Borrowers”), the Subsidiary Guarantors (together with the Borrowers, the “Pledgors”) from time to any such delegation of duties by the Auction Agent to such Affiliate time party thereto and the performance Collateral Agent (as hereinafter defined), (ii) that certain Holdings Pledge Agreement dated as of such delegated duties August 5, 2014 (as the same now exists or may hereafter be amended, amended and restated, modified, supplemented, extended, renewed, restated, replaced or otherwise modified from time to time, the “Holdings Pledge Agreement”) by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.between Overseas Shipholding Group, Inc., a

Additional Procedures. (i) Once initiated by After delivery of an Auction Notice, the Auction applicable Purchasing Borrower Party may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Purchase Offer only if no Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established Bid has been received by the Auction Agent acting Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in its reasonable discretion and as reasonably agreed Section 9.04(e) of the Loan Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the Borrower. (iii) In connection applicable Purchasing Borrower Party is required in accordance with any Auction, the foregoing provisions shall be paid directly by such Purchasing Borrower and Party to the Lenders acknowledge and agree that the Auction Agent may require respective assigning Lender on a settlement date as a condition to any Auction, the payment of customary fees and expenses determined jointly by the Auction Party in connection therewith as agreed between the Auction such Purchasing Borrower Party and the Auction Agent. Manager (iv) Notwithstanding anything which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in any Loan Document connection with a Qualifying Bid. All questions as to the contrary, for purposes form of this definition, each notice or other communication required to documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 determined by the Auction Agent to Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such Affiliate and determination is not inconsistent with the performance terms of such delegated duties by such AffiliateSection 9.04(e) of the Loan Agreement or this Exhibit H-1. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate Auction Manager’s interpretation of the Auction Agent terms and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities conditions of the Auction Agent.offering document, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Purchaser may withdraw a Dutch Auction Party 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 Purchaser. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not withdraw an Auction other than a Failed Auction. Furthermorebe modified, in connection with any Auctionrevoked, upon submission by terminated or cancelled; provided that a Lender of may modify a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated Return Bid at any time prior to sell the entirety or its allocable portion of Expiration Time solely to reduce the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each Price included in such Return Bid. The purchase of Term Loans pursuant to an Auction shall be consummated pursuant to and in accordance with Section 10.06(i) and, to the extent not otherwise provided herein, shall otherwise be consummated pursuant to procedures consistent with (including as to timing, rounding and minimum amounts, Interest Periods, and other notices by the provisions Purchaser or such Subsidiaries, as applicable) reasonably acceptable to the Administrative Agent or the Auction Manager, applicable, and the Purchaser. The purchase price for all Loans purchased in this definition, established a Dutch Auction shall be paid in cash by the Purchaser directly to the respective assigning Lender on a settlement date as determined by the Auction Manager in consultation with the Purchaser (which shall be no later than 10 Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Loans up to the settlement date. The 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 Loans that are the subject of a Dutch Auction will be determined by the Auction Manager, in consultation with the Purchaser, 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 Documents, in consultation with the Purchaser, 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 Purchaser, the 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 reasonable discretion capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Article VIII and Section 10.06 of the 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 “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 agreed by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses requested by the Auction Party Manager in connection therewith as agreed between the Auction Party order to enable it to perform its responsibilities and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with each Dutch Auction. This Exhibit L shall not require any purchase of Term Loans provided for Purchaser to initiate any Dutch Auction, nor shall any Lender be obligated to participate in this definition as well as activities of the Auction Agentany Dutch Auction.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party Borrower may not withdraw an Auction other by written notice to the Auction Manager no later than a Failed Auction24 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. FurthermoreAny Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, in connection with any Auctionrevoked, upon submission by terminated or cancelled; provided that a Lender of may modify a Qualifying Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price(s) included in such Return Bid. However, such Lender (each, a “Qualifying Lender”) will be obligated an Auction shall become void if the Borrower fails to sell the entirety satisfy one or its allocable portion more of the Reply Amount, as conditions to the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction set forth in Section 2.15 of the Credit Agreement. The purchase price for each Repurchase Offer shall be consummated pursuant paid in cash by the Borrower directly to procedures consistent with the provisions in this definition, established respective assigning Lender on a settlement date as determined by the Auction Agent acting Manager in its reasonable discretion consultation with the Borrower (which shall be no later than ten Business Days after the date Return Bids are due), along with accrued and as reasonably agreed by unpaid interest (if any) on the Borrower. (iii) In applicable Term Loans up to the settlement date. The Borrower shall execute each applicable Assignment and Assumption received in connection with any Auction, a Qualifying Bid. All questions as to the Borrower form of documents and validity and eligibility of Term Loans that are the Lenders acknowledge and agree that the subject of an Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses will be determined by the Auction Party Manager, in connection therewith as agreed between the Auction Party consultation with Borrower, and the Auction Manager’s determination will be final and binding. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with Borrower, will be final and binding. None of the Administrative Agent. (iv) Notwithstanding anything , the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Borrower, the Loan Parties, or any of their Affiliates contained in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered Offer Documents or otherwise provided or for any failure to disclose events that may have occurred and may affect the Auction Agent (significance or its delegate) shall be deemed to have been given upon the Auction Agent’s (or its delegate’s) actual receipt during normal business hours accuracy 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 opening of business on the next Business Dayinformation. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the WEIL:\96480003\20\34471.0013 provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party Borrower may not withdraw an Auction other than a Failed only in the event that, as of such time, (i) no Qualifying Bid has been received by the Auction Manager or (ii) the Borrower 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 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 Qualifying Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (eachincluding any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a “Qualifying Lender”) will be obligated . However, an Auction may become void if the conditions to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction by the Borrower required by Section 2.19(a) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the Borrower is required in accordance with the foregoing provisions shall be consummated pursuant to procedures consistent with the provisions in this definition, established paid directly by the Auction Agent acting in its reasonable discretion and Borrower to the assigning Lender or Lenders on a settlement date as reasonably agreed determined jointly by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due with respect to such Auction). The Borrower shall execute each applicable Auction Assignment and agree 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 an Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses will be determined by the Auction Party Manager, in connection therewith consultation with the Borrower, and their determination will be final and binding so long as agreed between 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 offering document, in consultation with the Borrower, will be final and binding 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 Party 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 Borrower, the other Credit Parties, or any of their affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the Auction Agent. (ivsignificance or accuracy of such information. This Schedule 2.19(a) Notwithstanding anything shall not require the Borrower to initiate any Auction. None. The Borrower shall deliver to the Collateral Agent each of the following items as soon as reasonably practicable and in any Loan Document to event within 90 days after the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent Closing Date (or its delegate) shall be deemed to have been given upon such later date as the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction Administrative Agent may perform any and all of agree in 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.sole discretion):

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party Offeror may not withdraw an Auction other than by written notice to the Auction Manager 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; provided that that the Offeror’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 Assignment Agreement and (ii) there being no pending actions, suits or proceedings pending or threatened, in each case brought by a Failed third party, in writing that seek to enjoin such Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (eachincluding any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a “Qualifying Lender”) will be obligated Lender may modify a Return Bid at any time prior to sell the entirety Expiration Time solely to reduce the Reply Price included in such Return Bid. However, an Auction shall become void if the Offeror fails to satisfy one or its allocable portion more of the Reply Amount, as conditions to the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant set forth in Section 9.04(b) of the Credit Agreement, as applicable, or to otherwise comply with any of the provisions of such Section 9.04(b). The purchase price for all Term Loans purchased in an Auction shall be consummated pursuant paid in cash by the Offeror directly to procedures consistent with the provisions in this definition, established respective assigning Lender on a settlement date as determined by the Auction Agent Manager in consultation with the Offeror (which shall be no later than ten (10) Business Days after the date Return Bids are due). The Offeror shall execute each applicable Affiliate Assignment 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 an Auction will be determined by the Auction Manager in accordance with the terms of the Loan Documents, in consultation with the Offeror, and the Auction Manager’s determination will be conclusive, absent manifest error. 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 Borrower or its Subsidiaries 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 reasonable discretion capacity as such under an Auction shall be entitled to the benefits of the provisions of Article 8 and Section 9.03 of the Credit Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably agreed requested by the Borrower. (iii) In Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction. This Exhibit L shall not require the Borrower or any of its Subsidiaries to initiate any Auction, nor shall any Lender be obligated to participate in any Auction. This Compliance Certificate (this “Certificate”) is delivered pursuant to Section 5.01(e) of the Borrower and Credit Agreement dated as of February 26, 2021 (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”), among ▇▇▇▇▇▇▇ Kodak Company (the “Borrower”), the Lenders acknowledge party thereto, and agree that the Auction Agent may require Alter Domus (US) LLC, as a condition to any Auctionadministrative agent (in such capacity, the payment of customary fees “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and expenses by used herein shall have the Auction Party meanings given to them in connection therewith as agreed between the Auction Party and the Auction AgentCredit Agreement. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once Neither Sponsor nor the Borrower is required to undertake any Auction, but once initiated by an Auction Notice, the Auction Party Bidder may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Return Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell accept the purchase of the entirety or its allocable pro rata portion of its Term Loans in the Reply Amount, as the case may be, Amount at the Applicable Discounted Price. (ii) To . The Bidder will not have any obligation to purchase any Term Loans outside of the extent not expressly provided for herein, each 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 purchase of Term Loans pursuant to in an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition(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 Auction Agent acting in its reasonable discretion Manager and as reasonably agreed to by the Bidder. The Bidder may extend the expiration time of an Auction by notice given at least 24 hours before such expiration time. The provisions of this Exhibit I shall not limit or restrict the Borrower from making voluntary prepayments of any Loans in accordance with Section 2.12 of the Credit Agreement. Attention: [·] Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of August 17, 2012 (the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower. (iii) In connection with any Auction”), Fairway Group Holdings Corp., a Delaware corporation, the Borrower several banks and the Lenders acknowledge other financial institutions or entities from time to time parties thereto, and agree that the Auction Credit Suisse AG, as Administrative Agent may require as a condition to any Auction(in such capacity, the payment of customary fees “Administrative Agent”) and expenses by Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the Auction Party meanings set forth in connection therewith as agreed between the Auction Party Credit Agreement and the Auction Agent. (iv) Notwithstanding anything in any Loan Document Procedures. [The Borrower][Sponsor] hereby gives notice to the contraryLenders that it desires to conduct the following Auction: · Auction Amount: $[ ], for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to representing [the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase total par principal amount of Term Loans provided for in this definition as well as activities offered to be prepaid] [the total cash amount offered to be paid pursuant to the Auction] · Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Term Loans [The Borrower][Sponsor] hereby represents that there is no material non-public information that has not been disclosed which, if made public, would reasonably be expected to have a material positive effect on the market price of the Term Loans subject to this Auction. [The Borrower][Sponsor] acknowledges that this Auction Notice may not be withdrawn. The Auction shall be consummated in accordance with Auction Procedures with each Return Bid due by [ ]. Very truly yours, [·], By: Name: Title: Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of August 17, 2012 (the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. The undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:(1) $ [ ] $ [ ] The undersigned Lender acknowledges that the submission of this Return Bid obligates the Lender to accept the purchase of the entirety or its pro rata portion of its Term Loans in the Reply Amount at the Applicable Discounted Price, and that this Return Bid may not be withdrawn.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Lead Borrower. (iii) In connection with any Auction, the Lead Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communication; communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next Business Day. (v) The Lead Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party Purchaser may not withdraw an Auction other than a Failed Auctiononly in the event that, as of such time, no Qualifying Bid has been received by the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (eachincluding any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a “Qualifying Lender”) will be obligated . However, an Auction may become void if the conditions to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant by the Purchaser required by the terms and conditions of Section 10.6(i)(iii) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the Purchaser is required in accordance with the foregoing provisions shall be paid by the Purchaser directly to the respective assigning Lender on a settlement date as determined by the Auction Manager in consultation with the Purchaser (which shall be no later than ten (10) Business Days after the date Return Bids are due). The Purchaser shall execute each applicable Borrower Assignment 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 an Auction will be determined by the Auction Manager, in consultation with the Purchaser, which determination will be final and binding. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the Purchaser, 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 Purchaser, the Credit Parties, or any of their Affiliates (whether 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. This Exhibit M shall not require the Purchaser to initiate any Auction. [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 First Lien Credit and Guaranty Agreement, dated as 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, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC, as Sole Lead Arranger, Joint Bookrunner and Syndication Agent, ▇▇▇▇▇▇▇ Sachs Lending Partners LLC, as Administrative Agent, and the other signatories thereto. Borrower (the “Purchaser”) hereby gives notice to the 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 pursuant to procedures consistent in accordance with the provisions 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 this definitionpossession of any information regarding Borrower, established 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 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, Administrative Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. Non-Public Lenders, (ii) no Default or Event of Default has occurred and is continuing or would result from such repurchase and (iii) In connection with Borrower will not use the proceeds of any Auctionextensions of credit under the Revolving Credit Agreement to acquire such Term Loans. Very truly yours, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.ALION SCIENCE AND TECHNOLOGY CORPORATION

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party respective Borrower may not withdraw an Auction other than a Failed only in the event that, as of such time, (i) no Qualifying Bid has been received by the Auction Manager or (ii) the respective Borrower 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 the time which otherwise would have been the time of purchase of B Term Loans (in the case of an Auction in respect of B Term Loans) or C Term Loans (in the case of an Auction in respect of C Term Loans) pursuant to the respective Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (eachincluding any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a “Lender. However, an Auction may become void if the conditions to the purchase of B Term Loans (in the case of an Auction in respect of B Term Loans) or C Term Loans (in the case of an Auction in respect of C Term Loans) by the respective Borrower required by the terms and conditions of Section 2.19(a) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Lender”Bid for which purchase by the respective Borrower is required in accordance with the foregoing provisions shall be paid directly by such Borrower to the respective assigning Lender on a settlement date as determined jointly by the respective Borrower and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The respective Borrower shall execute each applicable Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of B Term Loans (in the case of an Auction in respect of B Term Loans) or C Term Loans (in the case of an Auction in respect of C Term Loans), that are the subject of an Auction will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established determined by the Auction Agent acting Manager, in its reasonable discretion consultation with the respective Borrower, and their determination will be final and binding so long as reasonably agreed by 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 offering document, in consultation with the respective Borrower, will be final and binding 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-Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning either Borrower, the other Credit Parties, or any of their affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Schedule 2.19(a) shall not require either Borrower to initiate any Auction. All letters of credit below are issued to BWAY Corporation, except as indicated in number 9 below. (iii) In connection 1. Irrevocable Standby Letter of Credit No. S-14356 for U.S. Dollars $35,000.00 beneficiary Federal Insurance Company automatically renewed annually on September 29 until terminated in accordance with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agentits terms. (iv) Notwithstanding anything 2. Irrevocable Standby Letter of Credit No. S-14041 for U.S. Dollars $200,000.00, beneficiary Hartford Fire Insurance Company automatically renewed annually on October 15 until terminated in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or accordance with its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Dayterms. (v) The Borrower and the Lenders acknowledge and agree that the Auction Agent may perform any and all 3. Standby Letter of Credit No. S-14936 for U.S. Dollars $225,000.00, beneficiary Federal Insurance Company automatically renewed annually on October 1 until terminated in accordance with its duties under this definition by itself or through any Affiliate terms. 4. Standby Letter of the Auction Agent and expressly consent Credit No. S-15916 for U.S. Dollars $100,000.00, beneficiary Zurich American Insurance Company automatically renewed annually on July 1 until terminated in accordance with its terms. 5. Standby Letter of Credit No. S-15920 for U.S. Dollars $80,000.00, beneficiary Highland Liberty Mutual Insurance Company automatically renewed annually on July 1 until terminated in accordance with its terms. 6. Standby Letter of Credit No. S-16297 for U.S. Dollars $3,805,000.00, beneficiary Highland Liberty Mutual Insurance Company automatically renewed annually on December 10 until terminated in accordance with its terms. 7. Standby Letter of Credit No. S-18148 for U.S. Dollars $535,000.00, beneficiary Ohio Bureau of Workers’ Compensation automatically renewed annually on January 5 until terminated in accordance with its terms. 8. Standby Letter of Credit No. S-18500 for U.S. Dollars $100,000.00, beneficiary Coweta Fayette Electric automatically renewed annually on January 8 until terminated in accordance with its terms. 9. Irrevocable Standby Letter of Credit No. 736/6513 for Canadian Dollars $184,150.00, issued to any such delegation ICL Industrial Containers, ULC, beneficiary Hydro One Brampton Networks Inc. automatically renewed annually on July 17 until terminated in accordance with its terms. 10. Standby Letter of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such AffiliateCredit No. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and S-17075 for U.S. Dollars $177,450.00, beneficiary Northern Indiana Public Service Company automatically renewed annually on April 26 until terminated in accordance with its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agentterms.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party Borrower may not withdraw an Auction other than a Failed only in the event that, as of such time, no Qualifying 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 the time which otherwise would have been the time of purchase of the Term Loans pursuant to the respective Auction. Furthermore, in connection with any AuctionAuction with respect to particular Term Loans, upon submission by a Term Lender of a Qualifying Return Bid, such Term Lender will not have any withdrawal rights. Any Return Bid (eachincluding any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a “Qualifying Term Lender”) will be obligated . However, an Auction may become void if the conditions to sell the entirety or its allocable portion purchase of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of applicable Term Loans pursuant to an Auction by the Borrower required by the terms and conditions of Section 2.19 of the Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the Borrower is required in accordance with the foregoing provisions shall be consummated pursuant to procedures consistent with the provisions in this definition, established paid directly by the Auction Agent acting in its reasonable discretion and Borrower to the respective assigning Term Lender on a settlement date as reasonably agreed determined jointly by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The Borrower shall execute each applicable Auction Assignment and agree 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 an Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses will be determined by the Auction Party Manager, in connection therewith consultation with the Borrower, and their determination will be final and binding so long as agreed between 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 offering document, in consultation with the Borrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.19 of the Agreement or this Schedule. None of the Agent, the Auction Party 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 Borrower, the other Loan Parties, or any of their affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice significance or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction Agent’s (or its delegate’s) actual receipt during normal business hours accuracy of such notice information. This Schedule shall not require the Borrower to initiate any Auction or communication; provided that the Agent or any notice or communication actually received outside of normal business hours shall be deemed Agent-Related Person to have been given act as of the opening of business on the next Business DayAuction Manager. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party may not withdraw an Auction other than a Failed Auction. Furthermore, in In connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell accept the prepayment of the entirety or its allocable pro rata portion of its applicable Class or Classes of Term Loans in the Reply Amount, as the case may be, Amount at the Applicable Discounted Price. (ii) To . The Borrower will not have any obligation to prepay any Term Loans outside of the extent not expressly provided for herein, each purchase 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 pursuant to in an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition(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 Auction Administrative Agent acting in its reasonable discretion and as reasonably agreed to by the Borrower. . The Borrower may extend the Acceptance Date of an Auction by notice given at least 24 hours before the Acceptance Date set forth in the Auction Notice. The provisions of this Exhibit G shall not limit or restrict the Borrower from making voluntary prepayments of any Term Loans in accordance with Section 2.11(a) of this Agreement. [Insert Administrative Agent Contact Details] Re: Auction Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of April 9, 2010 (iii) In connection with any Auctionas amended from time to time, the Borrower and “Credit Agreement”), among Affinion Group Holdings, Inc., Affinion Group, Inc. (the “Borrower”), the Lenders acknowledge from time to time party thereto and agree that Bank of America, N.A., as administrative agent and collateral agent for the Auction Agent may require as a condition to any Auction, Lenders. Capitalized terms used but not otherwise defined herein shall have the payment of customary fees and expenses by meanings set forth in the Auction Party in connection therewith as agreed between the Auction Party Credit Agreement and the Auction Agent. (iv) Notwithstanding anything in any Loan Document Procedures. The Borrower hereby gives notice to the contrary, for purposes of this definition, each notice or other communication required Lenders that it desires to be delivered or otherwise provided to conduct the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.following Auction:

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party Borrower may not withdraw an Auction other than a Failed Auctionby prior written notice to the Administrative Agent. Furthermore, in connection with any AuctionAuction with respect to a particular tranche of Term Loans, upon submission by a Lender of a Qualifying Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (eachincluding any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a “Qualifying Lender”) will be obligated Lender unless otherwise agreed by the Borrower. However, an Auction may become void if the conditions to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction of the applicable tranche by the Borrower required by the terms and conditions of Section 2.28 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the Borrower is required in accordance with the foregoing provisions shall be consummated pursuant to procedures consistent with the provisions in this definition, established paid directly by the Auction Agent acting in its reasonable discretion and Borrower to the respective assigning Lender on a settlement date as reasonably agreed determined jointly by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge Auction Manager. The Borrower shall execute each applicable Auction Assignment and agree Acceptance received in connection with a Qualifying Bid 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 an Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses will be determined by the Auction Party in connection therewith as agreed between the Auction Party Manager and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to Borrower, and their determination will be final and binding so long as such determination is not inconsistent with the contrary, for purposes terms of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 Section 2.28 of the opening of business on the next Business Day. (v) Credit Agreement or this Exhibit I. The Borrower and the Lenders acknowledge and agree that the Auction 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 joint interpretation by the Auction Manager and the Borrower of the terms and conditions of the Offer Document, will be final and 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, 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 Borrower, the Loan Parties, or any of their Affiliates (whether contained in an Offer Document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit I shall not require the Borrower to initiate any Auction. Credit Suisse AG, Cayman Islands Branch, as Administrative Agent Eleven Madison Avenue, 23rd Floor ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Loan Operations - Agency Manager Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇ Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of December 15, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms not defined herein shall have the meanings as defined in the Credit Agreement), among the undersigned, as Borrower, the 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 in that connection the Borrower specifies the following information with respect to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.Borrowing:

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated [[56622096068574]] to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the BorrowerCompany. (iii) In connection with any Auction, the Borrower Company and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower Company and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party Borrower may not withdraw an Auction other than a Failed only in the event that, as of such time, no Qualifying 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 the time which otherwise would have been the time of purchase of the Term Loans pursuant to the respective Auction. Furthermore, in connection with any AuctionAuction with respect to particular Term Loans, upon submission by a Term Lender of a Qualifying Return Bid, such Term Lender will not have any withdrawal rights. Any Return Bid (eachincluding any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Term Lender. However, an Auction may become void if the conditions to the purchase of the applicable Term Loans by the Borrower required by the terms and conditions of Section 2.19 of the Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the Borrower is required in accordance with the foregoing provisions shall be paid directly by the Borrower to the respective assigning Term Lender on a settlement date as determined jointly by the Borrower and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The Borrower shall execute each applicable Auction Assignment and 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 an Auction will be determined by the Auction Manager, in consultation with the Borrower, and their determination will be final 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 offering document, in consultation with the Borrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.19 of the Agreement or this Schedule. None of the 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 Borrower, the other Loan Parties, or any of their affiliates (whether contained in an offering document or 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 Borrower to initiate any Auction or the Agent or any Agent-Related Person to act as Auction Manager. None. None. (a) Subsidiaries: (b) Equity Investments: 1. On or prior to the date that is 30 days after the Effective Date (or such longer time as reasonably agreed by the Agent), the Borrower agrees to deliver to the Agent original copies of stock certificates and related stock powers for MMAR Medical Group, Inc., Prosthetic Laboratories of Rochester, Inc., ▇▇▇▇▇▇▇ Orthotic Prosthetic Services, Inc., and Suncoast Orthotics & Prosthetics, Inc. 2. On or prior to the date that is 45 days after the Effective Date (or such longer time as reasonably agreed by the Agent), the Borrower agrees to deliver to the Agent the certified charters for Hanger Prosthetics & Orthotics West, Inc. and SCOPE Orthotics & Prosthetics, Inc. None. None. None. None. Bank of America, N.A., as Agent for the Lenders party to the Credit Agreement referred to below ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇ Mail Code TX2-984-03-23 ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ladies and Gentlemen: The undersigned refers to the Credit Agreement dated as of March 6, 2018 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement) among Hanger, Inc., a Delaware corporation (the “Qualifying LenderBorrower”), the financial institutions from time to time party thereto as lenders and as issuing banks (collectively, the “Lenders”) will be obligated and Bank of America, N.A., as administrative agent for the Lenders (the “Agent”) and as Swing Line Lender, and hereby gives you notice pursuant to sell the entirety or its allocable portion Section 2.03 of the Reply Amount, Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement. Set forth below is the information relating to such Borrowing as required by subsection 2.03(a) of the case may be, at Credit Agreement: (i) The aggregate amount of the Applicable Priceproposed Borrowing is $ . (ii) To The requested Borrowing Date for the extent not expressly provided for hereinproposed Borrowing (which is a Business Day) is , each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. (iii) In connection with any Auction, The Class of Loans comprising the Borrower proposed Borrowing is [Revolving] [Term B] Loans and the Lenders acknowledge and agree that Type of Loans comprising the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agentproposed Borrowing is [Base] [LIBOR] Rate Loans. (iv) Notwithstanding anything in any The duration of the Interest Period for each LIBOR Rate Loan Document made as part of the proposed Borrowing, if applicable, is months (which shall be 1, 2, 3 or 6 (or, if available to all Lenders, 12) months) or such other period as required by the Borrower and agreed to by all applicable Lenders. The undersigned hereby certifies that the following statements will be true on the date of the proposed Borrowing, before and after giving effect thereto and to the contrary, for purposes application of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent proceeds therefrom: (or its delegatea) shall be deemed to have been given upon The representations and warranties in Article VI of the Auction 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 Credit Agreement are true and correct in all material respects as though made on and as of the opening date of business on such proposed Borrowing (except to the next extent such representations and warranties expressly refer to an earlier date, in which case such representations and warranties are true and correct as of such earlier date);; and (b) No Default or Event of Default has occurred and is continuing, or would result from such proposed Borrowing. By: Name: Title: Bank of America, N.A., as Agent for the Lenders party to the Credit Agreement referred to below ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇ Mail Code TX2-984-03-23 ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ladies and Gentlemen: The undersigned refers to the Credit Agreement dated as of March 6, 2018 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement) among Hanger, Inc., a Delaware corporation (the “Borrower”), the financial institutions from time to time party thereto as lenders and as issuing banks (collectively, the “Lenders”) and Bank of America, N.A., as administrative agent for the Lenders (the “Agent”) and as Swing Line Lender, and hereby gives you notice pursuant to Section 2.04 of the Credit Agreement that the undersigned hereby requests a [conversion] [continuation] of Loans under the Credit Agreement. Set forth below is the information relating to such [conversion] [continuation] as required by subsection 2.04(b) of the Credit Agreement: (i) The date of the proposed [conversion] [continuation] is , (which shall be a Business Day). (vii) The Borrower aggregate amount of the Loans proposed to be [converted] [continued] is $ . [Specify which part is to be converted and which part is to be continued, if appropriate.] (iii) The Loans to be [continued] [converted] are [Base] [LIBOR] Rate Loans and the Lenders acknowledge and agree that Loans resulting from the Auction Agent may perform any and all of its duties under this definition by itself or through any Affiliate proposed [conversion] [continuation] will be [Base] [LIBOR] Rate Loans. (iv) The duration of the Auction Agent and expressly consent requested Interest Period for each LIBOR Rate Loan made as part of the proposed [conversion] [continuation] is months (which shall be 1, 2, 3 or 6 (or, if available to any all Lenders, 12) months) or such delegation of duties other period as required by the Auction Borrower if agreed to by all applicable Lenders. Very truly yours, By: Name: Title: Bank of America, N.A., as Agent for the Lenders party to such Affiliate the Credit Agreement referred to below ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mail Code IL4-135-09-61 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ladies and Gentlemen: This certificate is furnished to you by Hanger, Inc., a Delaware corporation (the “Borrower”), pursuant to Section 7.02(a) of the Credit Agreement dated as of March 6, 2018 among the Borrower, the financial institutions from time to time party thereto as lenders and as issuing banks (collectively, the “Lenders”), Bank of America, N.A., as administrative agent for the Lenders (the “Agent”) and as Swing Line Lender (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), concurrently with the delivery of the financial statements required pursuant to Section 7.01 of the Credit Agreement. Capitalized terms used but not defined herein (including on Schedule[s] 1 [and 2] hereto) shall have the meanings given to them in the Credit Agreement. The undersigned, on behalf of the Borrower, hereby certifies that: 1. the financial data and computations set forth in Schedule 1 below, evidencing compliance with the covenants set forth in Sections 8.09 and 8.10 of the Credit Agreement, are true and correct as of , (the “Computation Date”); [and] 2. to the knowledge of the undersigned, no Default or Event of Default has occurred and is continuing[.][; and] 3. [For annual certificates, add: Schedule 2 hereto sets forth the computations necessary to determine the Borrower’s calculation of Excess Cash Flow for the four fiscal quarter period ending on the last day of the fiscal year ended .](1) The foregoing certifications, together with the computations set forth in Schedule[s] 1 [and 2] hereto and the performance financial statements delivered with this Compliance Certificate in support hereof, are made and delivered as of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate day of , . (1) To be included commencing with the Auction Agent and its respective activities in connection with any purchase of Term Loans provided Compliance Certificate for in this definition as well as activities of the Auction Agentfiscal year ending December 31, 2019.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The the Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Parent Borrower. (iii) In connection with any Auction, the Parent Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Parent Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction applicable Purchasing Borrower Party may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Purchase Offer only if no Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established Bid has been received by the Auction Agent acting Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in its reasonable discretion and as reasonably agreed Section 9.04(f) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the Borrower. (iii) In connection applicable Purchasing Borrower Party is required in accordance with any Auction, the foregoing provisions shall be paid directly by such Purchasing Borrower and Party to the Lenders acknowledge and agree that the Auction Agent may require respective assigning Lender on a settlement date as a condition to any Auction, the payment of customary fees and expenses determined jointly by the Auction Party in connection therewith as agreed between the Auction such Purchasing Borrower Party and the Auction Agent. Manager (iv) Notwithstanding anything which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in any Loan Document connection with a Qualifying Bid. All questions as to the contrary, for purposes form of this definition, each notice or other communication required to documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be delivered or otherwise provided to determined by the Auction Agent (or its delegateManager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(f) shall be deemed to have been given upon the Auction 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 opening Credit Agreement or this Exhibit M. The Auction Manager’s interpretation of business on the next Business Day. (v) The Borrower terms and the Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties under this definition by itself or through any Affiliate conditions of the Auction Agent Notice, in consultation with the applicable Purchasing Borrower Party, will be final and expressly consent to any binding so long as such delegation interpretation is not inconsistent with the terms of duties by Section 9.04(f) of the Credit Agreement or this Exhibit M. None of the Administrative Agent, the Auction Agent Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (whether contained in an offering document or otherwise) or for any failure to such Affiliate disclose events that may have occurred and may affect the performance significance or accuracy of such delegated duties by information. Notwithstanding anything to the 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. JOINDER AGREEMENT TO THE CREDIT AGREEMENT dated as of [ ], 20[ ] (this “Joinder”), to the Credit Agreement dated as 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 Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of capacity, the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction “Administrative Agent”).

Additional Procedures. (i) Once No Borrower is required to undertake any Auction, but once initiated by an Auction Notice, the Auction Party a Borrower may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Return Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable pro rata portion of the Reply Amount, as the case may be, Amount at the Applicable Discounted Price. (ii) To . The Borrower will not have any obligation to purchase any Applicable Loans outside of the extent not expressly provided for herein, each 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 purchase of Term Applicable Loans pursuant to in an Auction shall be consummated pursuant to procedures consistent (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 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 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 then-scheduled expiration time for such Auction. In addition, the Borrower may extend the expiration time of an Auction at least 24 hours before such expiration time. The provisions of this Exhibit D shall not limit or restrict the Borrowers from making voluntary prepayments of any Applicable Loans in accordance with the provisions in this definitionof the Credit Agreement. [Manager] [Address] Attention: [ ] Credit Suisse AG, established by as Administrative Agent Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the Auction Agent acting in its reasonable discretion Amended and Restated Credit Agreement dated as reasonably agreed by the Borrower. of March 28, 2013 (iii) In connection with any Auctionas amended, restated, supplemented or otherwise modified from time to time, the Borrower “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 Lenders acknowledge laws of the province of New Brunswick, CBRE Pty Limited, a company organized under the laws of Australia and agree that registered in New South Wales, CBRE Limited, a company organized under the Auction Agent may require as laws of New Zealand, CBRE Group, Inc., a condition to any AuctionDelaware corporation, the payment of customary fees lenders from time to time party thereto (the “Lenders”), and expenses by Credit Suisse AG, as Administrative Agent and Collateral Agent for the Auction Party Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in connection therewith as agreed between the Auction Party Credit Agreement and the Auction Agent. (iv) Notwithstanding anything in any Loan Document Procedures set forth as Exhibit D thereto. The undersigned Borrower hereby gives notice to the contraryholders of the [Tranche A] [Tranche B] [Other Term] Loans that it desires to conduct the following Auction: • Auction Amount: $[ ] [Tranche A] [Tranche B] [Other Term] Loans, for purposes representing [the total par principal amount of this definition, each notice or other communication required such Term Loans offered to be delivered or otherwise provided purchased] [the total cash amount offered to be paid pursuant to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction Agent’s (or its delegate’s) actual receipt during normal business hours Auction] • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.[Tranche A] [Tranche B] [Other Term] Loans

Additional Procedures. (i) Once initiated by an Auction Notice, the Parent Borrower may withdraw a Dutch Auction Party 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 Parent Borrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not withdraw an Auction other than be modified, revoked, terminated or cancelled; provided that a Failed AuctionTerm 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. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender (eachHowever, a “Qualifying Lender”) will be obligated Dutch Auction shall become void if the Parent Borrower fails to sell the entirety satisfy one or its allocable portion more of the Reply Amount, as conditions to the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant set forth in, or to an otherwise comply with the provisions of Section 9.4(k) of the Credit Agreement to which this Schedule 9.4(k) is attached. The purchase price for all Term Loans purchased in a Dutch Auction shall be consummated pursuant paid in cash by the Parent Borrower directly to procedures consistent with the provisions in this definition, established respective assigning Term Loan A Lender or Incremental Term Lender on a settlement date as determined by the Auction Agent Manager in consultation with the 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 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 Parent 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 Parent Borrower, will be final and binding. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Parent Borrower, the 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 reasonable discretion capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Article VIII and Section 9.3 of the Credit 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 “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 agreed by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses requested by the Auction Party Manager in order to enable it to perform its responsibilities and duties in connection therewith with each Dutch Auction. This Schedule 9.4(k) shall not require the Parent Borrower or any 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. 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: 1. This Certificate is furnished pursuant to the Credit Agreement, dated as agreed between of August 31, 2015, among SPX Corporation, a Delaware corporation (the Auction Party “Parent Borrower”), the Foreign Subsidiary Borrowers party thereto, the Lenders party thereto, Deutsche Bank AG Deutschlandgeschäft Branch, as Foreign Trade Facility Agent, Bank of America, N.A., as Administrative Agent, and such other parties thereto from time to time (such Credit Agreement, as in effect on the Auction Agentdate of this Certificate, being herein called the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Credit Agreement. (iv) Notwithstanding anything in any Loan Document to 2. The following named individuals are elected or appointed officers of the contrary, for purposes of this definitionCompany, each notice holds the office of the Company set forth opposite his name and each such officer is duly authorized to execute and deliver on behalf of the Company each of the Loan Documents to which it is a party and any certificate or other communication required document to be delivered or otherwise provided by the Company pursuant to the Auction Agent (or its delegate) shall be deemed Loan Documents to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliatewhich it is a party. The exculpatory provisions pursuant to this Agreement shall apply to signature written opposite the name and title of each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agentsuch officer is his/her genuine signature.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Party Affiliate Purchaser may not withdraw an Auction other than a Failed only in the event that, as of such time, no Return Bid has been received by the applicable Auction 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 proceedings pending or threatened in writing that seek to enjoin such Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (eachincluding any component bid thereof) delivered to the applicable Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by the Affiliate Purchaser required by the terms and conditions of Section 11.6(h) of the Credit Agreement are not met. The purchase price for each Affiliate Purchaser Loan Purchase shall be paid directly by the Affiliate Purchaser, in each case directly to the respective assigning Lender on a settlement date as determined by the applicable Auction Agent in consultation with the Borrower (which shall be no later than five (5) Business Days after the date Return Bids are due). [Auction Manager] Attention: [ ] Fax No.: [ ] Email: [ ] Re: Loan Auction 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 “Qualifying LenderCredit 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”) will 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 obligated withdrawn other than in accordance with the Auction Procedures. The Auction shall be consummated in accordance with the Auction Procedures with each Return Bid due by 1:00 p.m. (New York time) on [ ]. Very truly yours, By: Name: [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 “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. The undersigned Lender hereby gives notice of its participation in the Auction by submitting the following Return Bid:1 Reply Price (price per $1,000) Reply Amount US$ US$ US$ US$ US$ US$ The purchase price of any Term Loans that are assigned pursuant to an Affiliate Purchaser Assignment Agreement is requested to be disbursed to the undersigned Lender’s account with (Account No. ). The undersigned Lender acknowledges that the submission of this Return Bid along with an executed Affiliate Purchaser Assignment Agreement, to be held in escrow by the Auction Manager, obligates the Lender to sell the entirety or its allocable pro rata portion of the Reply AmountAmount 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 case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase aggregate principal face amount of Term Loans pursuant held by it. 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 Auction shall be consummated pursuant agreed consideration, the Assignor hereby irrevocably sells and assigns to procedures consistent the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the provisions in this definitionStandard Terms and Conditions and the Credit Agreement, established as of the Affiliate Purchaser Assignment Effective Date inserted by the Auction Agent acting Manager as contemplated in its reasonable discretion 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 reasonably agreed expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the BorrowerAssignor. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction applicable Purchasing Borrower Party may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Purchase Offer only if no Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established Bid has been received by the Auction Agent acting Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in its reasonable discretion and as reasonably agreed Section 9.04(e) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the Borrower. (iii) In connection applicable Purchasing Borrower Party is required in accordance with any Auction, the foregoing provisions shall be paid directly by such Purchasing Borrower and Party to the Lenders acknowledge and agree that the Auction Agent may require respective assigning Lender on a settlement date as a condition to any Auction, the payment of customary fees and expenses determined jointly by the Auction Party in connection therewith as agreed between the Auction such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be 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 Auction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and 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 or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (ivwhether contained in an offering document or 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 Document, this Exhibit G shall not require any Purchasing Borrower Party to the contrary, for purposes of initiate any Auction Purchase Offer. This Affiliated Lender Assignment and Assumption (this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate“Assignment and Assumption”) shall be deemed to have been given upon the Auction 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 is dated as of the opening of business on Effective Date set forth below and is entered into by and between the next Business Day. Assignor (vas defined below) The Borrower and the Lenders acknowledge 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 Standard Terms and agree that 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 Auction 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 may perform as contemplated below, (a) all the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of its duties under this definition by itself or through any Affiliate such outstanding rights and obligations of the Auction Agent Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and expressly consent (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate other right of the Auction Agent and Assignor (in its respective activities capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any purchase other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of Term Loans 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”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided for in this definition as well as activities of Assignment and Assumption, without representation or warranty by the Auction AgentAssignor.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction 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 (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price. (ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. (iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent. (iv) Notwithstanding anything in any Loan Credit Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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 opening of business on the next Business Day. (v) The Borrower and the Lenders acknowledge and agree that the Auction 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 Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to the Auction Agent and each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.