Common use of Additional Procedures Clause in Contracts

Additional Procedures. Once initiated by an Auction Notice, Offeror may withdraw an Auction only 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 Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of Section 11.2 of the Credit Agreement are not met. The purchase price for each Term Loan to be purchased shall be paid by Offeror directly to the respective assigning Lender on a settlement date as determined by the Auction Manager in consultation with Offeror (which shall be no later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror shall execute each applicable 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 will be determined by the Auction Manager, in consultation with Offeror, which determination will be final and binding. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with Offeror, 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 Offeror, 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 shall not require Offeror to initiate any Auction.

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrower may withdraw an Auction only in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction ManagerManager or (ii) the Borrower has failed to meet a condition set forth in Section 2.24 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans of any applicable Class by Offeror the Borrower required by the terms and conditions of Section 11.2 2.24 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Borrower to the respective assigning Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans of each applicable Class that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and binding. binding so long as such determination is not inconsistent with the terms of Section 2.24 of the Credit Agreement or this Exhibit C. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.24 of the Credit Agreement or this Exhibit C. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the Loan Parties, or any of their affiliates (whether contained in the Offer Documents 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 Exhibit C shall not require Offeror the Borrower to initiate any Auction.

Additional Procedures. Once initiated by an Auction Notice, Offeror the Purchaser may withdraw an Auction only 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 Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Tranche B Term Loans by Offeror the Purchaser required by the terms and conditions of Section 11.2 10.06(i)(ii) of the Credit Agreement are not met. The purchase price for each purchase of Tranche B Term Loan to be purchased Loans shall be paid by Offeror the Purchaser directly to the respective assigning Lender on a settlement date as determined by the Auction Manager in consultation with Offeror the Purchaser (which shall be no later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Purchaser shall execute each applicable Affiliate Assignment and Acceptance Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Tranche B Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Purchaser, which determination will be final and binding. binding absent manifest error, so long as the determination is not inconsistent with the applicable terms of the Credit Agreement and this Exhibit K. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with Offerorthe Purchaser, will be final and binding. binding absent manifest error, so long as the determination is not inconsistent with the applicable terms of the Credit Agreement and this Exhibit K. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective affiliates Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Purchaser, the Loan Credit Parties, or any of their affiliates 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 K shall not require Offeror the Purchaser to initiate any Auction. [Hologic, Inc. Letterhead] ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, as Auction Manager ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: [ ] Fax No.: [ ] Email: [ ]@▇▇.▇▇▇ Re: Tranche B Term Loan Auction Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement, dated as of [ ], 2012 (as amended from time to time, the “Credit Agreement”), by and among Hologic, Inc., a Delaware corporation (“Borrower”), certain subsidiaries of Borrower, as guarantors, the lenders party thereto from time to time (the “Lenders”), ▇▇▇▇▇▇▇ Sachs Bank USA, ▇.▇. ▇▇▇▇▇▇ Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Lead Bookrunners, ▇▇▇▇▇▇▇ Sachs Bank USA, as Administrative Agent and Collateral Agent, and ▇.▇. ▇▇▇▇▇▇ Securities LLC and Citigroup Global Markets Inc., as Co-Syndication Agents. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Hologic, Inc. (the “Purchaser”) hereby gives notice to the Lenders that it desires to conduct the following Auction: • Auction Amount: $[ ] in principal amount of Tranche B Term Loans • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Tranche B Term Loans. The Purchaser acknowledges that this Auction Notice may not be withdrawn other than in accordance with the Auction Procedures. The Auction shall be consummated in accordance with the Auction Procedures with all Return Bids due no later than 1:00 p.m. (New York time) on [ ], 201[ ]. The Purchaser hereby represents and warrants that (i) it is not in possession of any information regarding Borrower, its Subsidiaries or its Affiliates, or their assets, Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Affiliate Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to the Auction Manager, Administrative Agent and the Non-Public Lenders and (ii) no Default or Event of Default has occurred and is continuing or would result from such repurchase. Very truly yours, HOLOGIC, INC. By: Name: Title: ▇▇▇▇▇▇▇ Sachs Bank USA, as Auction Manager ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: [ ] Fax No.: [ ] Email: [ ]@▇▇.▇▇▇ Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement, dated as of [ ], 2012 (as amended from time to time, the “Credit Agreement”), by and among Hologic, Inc., a Delaware corporation (“Borrower”), certain subsidiaries of Borrower, as guarantors, the lenders party thereto from time to time (the “Lenders”), ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, ▇.▇. ▇▇▇▇▇▇ Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Lead Bookrunners, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, as Administrative Agent and Collateral Agent, and ▇.▇. ▇▇▇▇▇▇ Securities LLC and Citigroup Global Markets Inc., as Co-Syndication Agents. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. The undersigned Lender hereby gives notice of its participation in the Auction by submitting the following Return Bid21: Reply Price (price per $1,000) Reply Amount (principal amount of Tranche B Term Loans) US$ US$ US$ US$ US$ US$ 21 Lender may submit up to three component bids but need not submit more than one. The sum of Lender’s bid(s) may not exceed the aggregate principal face amount of Tranche B Term Loans held by it as lender of record on the date of submission of its Return Bid. The undersigned Lender acknowledges that the submission of this Return Bid along with an executed Affiliate Assignment Agreement, to be held in escrow by the Auction Manager, obligates the Lender to sell the entirety or its pro rata portion of the Reply Amount in accordance with the Auction Procedures, as applicable. Very truly yours, [NAME OF LENDER] By: Name: Title: This Affiliate Assignment and Assumption Agreement (this “Assignment”) is dated as of the Affiliate Assignment Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and Hologic, Inc., a Delaware Corporation (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Affiliate Assignment Effective Date inserted by the Auction Manager as contemplated in the Auction Procedures, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the Tranche B Term Loans facility (including without limitation any guarantees thereof), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, Offeror may withdraw an Auction only in the event that, as of such time, no Qualifying Bid has been received by the Auction Manager. FurthermoreBorrower must, in connection accordance with Section 2.12(g)(iii) of the Credit Agreement, terminate any Auction, upon submission by a Lender Auction Prepayment Offer if it reasonably believes that it will fail to satisfy one or more of a Return Bid, the conditions set forth in Section 2.12(g)(ii) of the Credit Agreement which are required to be met at the time which otherwise would have been the time of prepayment of Term Loans pursuant to such Lender will not have any withdrawal rightsAuction Prepayment Offer. 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 Prepayment Offer may become void if the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of prepayment set forth in Section 11.2 2.12 of the Credit Agreement are not met. The Borrower shall pay the aggregate purchase price in respect of all Qualifying Bids for each Term Loan to be purchased shall be paid which prepayment by Offeror directly the Borrower is required in accordance with the foregoing provisions to the respective assigning Lender Administrative Agent for the account of the applicable Lenders not later than 2:00 p.m. on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror shall execute each applicable Assignment and Acceptance received in connection with a Qualifying Biddue). All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Prepayment Offer will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and bindingbinding so long as such determination is not inconsistent with the terms of Section 2.12(g) of the Credit Agreement or this Exhibit C, as determined by the Auction Manager in good faith. The Auction Manager’s interpretation of the terms and conditions of the Offer DocumentAuction Notice, in consultation with Offerorthe Borrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 2.12(g) of the Credit Agreement or this Exhibit C, as determined by the Auction Manager in good faith. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective affiliates Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offeror, the Loan Parties, Parent or any of their affiliates its Affiliates (whether contained in the Offer Documents an Auction Notice 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 C shall not require Offeror the Borrower to initiate any AuctionAuction Prepayment Offer.D - 2 To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 27, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among EVERTEC, Inc., a Puerto Rican corporation (“Parent”), EVERTEC Group, LLC, a Puerto Rican limited liability company (the “Borrower”), the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and L/C Issuer. The undersigned hereby requests (select one): A Borrowing of [Revolving Facility][Term A][Term B] Loans A conversion or continuation of [Revolving Facility][Term A][Term B] Loans 1. On (a Business Day). 2. In the amount of [$] 3. Comprised of [Type of Loan requested (ABR or Eurocurency)] 4. For Eurocurrency Loans: with an Interest Period of ___ months. [The Revolving Facility Borrowing requested herein complies with Section 2.01(c) of the Credit Agreement.] Include this sentence in the case of a Revolving Facility Borrowing. The Borrower hereby represents and warrants that the conditions specified in Sections 4.01(a), (b) and (c) shall be satisfied on and as of the date of the applicable Credit Event. EVERTEC GROUP, LLC By: Name: Title: To: Bank of America, N.A., as Swingline Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 27, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among EVERTEC, Inc., a Puerto Rican corporation (“Parent”), EVERTEC Group, LLC, a Puerto Rican limited liability company (the “Borrower”), the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and L/C Issuer. The undersigned hereby requests a Swingline Loan: 1. On (a Business Day). 2. In the amount of $ .

Additional Procedures. Once initiated by an Auction Notice, Offeror Holdings or the applicable Subsidiary may withdraw an Auction only 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 Term Lender of a Return Bid, such Term Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Term Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by Offeror Holdings or the applicable Subsidiary required by the terms and conditions of Section 11.2 10.6(g)(iii) of the Credit Agreement are not met. The purchase price for in respect of each Term Loan to be purchased Auction shall be paid by Offeror Holdings or the applicable Subsidiary directly to the respective assigning Term Lender on a settlement date as determined by the Auction Manager in consultation with Offeror Holdings or the applicable Subsidiary (which shall be no later than ten (10) 3 Business Days or such longer period as may be agreed after the date Return Bids are due).4 Offeror due). Holdings or the applicable Subsidiary shall execute each applicable Affiliate Assignment and Acceptance Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with OfferorHoldings or the applicable Subsidiary, which determination will be final and binding. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with OfferorHoldings or the applicable Subsidiary, 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 OfferorHoldings or any of its Subsidiaries, the each other Loan PartiesParty, 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 J shall not require Offeror Holdings or any of its Subsidiaries to initiate any Auction. April [ ], 2011 Barclays Bank PLC, as Administrative Agent for the Term Lenders party to the Credit Agreement referred to below Attention: Ladies and Gentlemen: The undersigned refers to the Credit Agreement dated as of April 7, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Wesco Holdings, Inc., Wesco Aircraft Hardware Corp., as the Borrower, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as lenders, Bank of America, N.A., as Syndication Agent, Barclays Bank PLC, as Administrative Agent, Collateral Agent and Documentation Agent, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“MLPFS”), Key Bank, N.A. and Barclays Capital (“Barclays Capital”), the investment banking division of Barclays Bank PLC, as Joint Lead Arrangers, and MLFPS, Barclays Capital, ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., Sumitomo Mitsui Banking Corporation and Royal Bank of Canada, as Joint Bookrunners. Terms defined in the Credit Agreement are used herein as defined therein. The undersigned hereby requests a Term Loan borrowing under the Credit Agreement (the “Proposed Borrowing”), as follows:

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrowers may withdraw an a Dutch Auction only in by written notice to the event that, Auction Manager no later than 24 hours before the original Expiration Time so long as of such time, no Qualifying Bid has Bids have been received by the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, Manager at or prior to the time the Auction Manager receives such Lender will not have any withdrawal rightswritten notice from the Borrower Representative. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by cancelled; provided that a LenderTerm Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, an a Dutch Auction may shall become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans by Offeror required by set forth in, or to otherwise comply with the terms and conditions provisions of Section 11.2 10.6(c) of the First Lien Credit Agreement are not metand Guaranty Agreement. The purchase price for each all Term Loan to be Loans purchased in a Dutch Auction shall be paid in cash by Offeror the Borrowers directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with Offeror the Borrowers (which shall be no later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror 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 an a Dutch Auction will be determined by the Auction Manager, in consultation with Offerorthe Borrowers, which and the Auction Manager’s determination will be final and bindingconclusive, absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with Offerorthe Borrowers, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective affiliates Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrowers, the Loan Parties, Restricted Subsidiaries or any of their affiliates (whether Affiliates contained in the Offer Documents or otherwise) otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Sections 9, 10.2 and 10.3 of the First Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Exhibit Appendix C shall not require Offeror 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 the 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 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 (or such later date as the Administrative Agent may agree in its sole discretion), the Administrative Agent shall have received, an amendment to the Organizational 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 the Obligations, 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 documents required under Section 5.11 with respect to new Subsidiaries of Holdings to create, perfect and establish a first priority Lien on all of the Equity Interests of Corsair Components B.V. and all property and assets of Corsair Components B.V. as Collateral for the Obligations.

Additional Procedures. Once initiated by an Auction Notice, Offeror the Purchaser may withdraw an Auction only 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 Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender, provided that a 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, an Auction may become void if the conditions to the purchase of Term Loans by Offeror the Purchaser required by the terms and conditions of Section 11.2 10.6(i) of the Credit Agreement are not met. The purchase price for each purchase of Term Loan to be purchased Loans shall be paid by Offeror the Purchaser directly to the respective assigning Lender on a settlement date as determined by the Auction Manager in consultation with Offeror the Purchaser (which shall be no later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Purchaser shall execute each applicable Affiliate Assignment and Acceptance Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Purchaser, which determination will be final and binding. , absent manifest error, so long as such determination is not inconsistent with the applicable terms of the Credit Agreement or this Exhibit J. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with Offerorthe Purchaser, will be final and binding. , absent manifest error, so long as such determination is not inconsistent with the applicable terms of the Credit Agreement or this Exhibit J. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective affiliates Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Purchaser, the Loan Credit Parties, or any of their affiliates 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 J shall not require Offeror the Purchaser to initiate any Auction. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, as Auction Manager ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Re: Loan Auction Ladies and Gentlemen: Reference is made to that certain Credit and Guaranty Agreement, dated as of February 8, 2012 (as amended from time to time, the “Credit Agreement”), by and among Tronox Pigments (Netherlands) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and having its registered office address at ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇, (▇▇▇▇▇▇), ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, registered with the trade register of the chamber of commerce in Amsterdam, The Netherlands under number 34132341 (“Borrower”), Tronox Incorporated, a Delaware corporation (“US Holdings”), certain Subsidiaries of Holdings, as guarantors, the lenders party thereto from time to time (the “Lenders”), ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, as administrative agent, collateral agent and syndication agent, and the other agents named therein. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. [insert relevant Credit Party that is purchasing Term Loans] (the “Purchaser”) hereby gives notice to the Lenders that it desires to conduct the following Auction: • Auction Amount: $[ ] in principal amount of Term Loans20 • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Term Loans. The Purchaser acknowledges that this Auction Notice may not be withdrawn other than in accordance with the Auction Procedures. The Auction shall be consummated in accordance with the Auction Procedures with all Return Bids due no later than 1:00 p.m. (New York time) on [ ]. The Purchaser hereby represents and warrants as of the date hereof that (i) it is not in possession of any information regarding Holdings, Borrower or its Subsidiaries, or their assets, Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Affiliate Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to [the Auction Manager] Administrative Agent and the Non-Public Lenders, (ii) no Event of Default has occurred and is continuing or would result from such repurchase, (iii) Borrower will not use the proceeds of any Revolving Loans or any proceeds under any Alternative Facility to acquire such Term Loans and (iv) Excess Availability shall equal or exceed $50,000,000 both before and after giving effect to the consummation of the purchases contemplated hereby. Very truly yours, [INSERT RELEVANT CREDIT PARTY THAT IS PURCHASING TERM LOANS] By: Name: Title: 20 Modify, as appropriate, to: “$[ ] maximum cash value to be paid for all tendered Term Loans” ▇▇▇▇▇▇▇ Sachs Bank USA, as Auction Manager ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Ladies and Gentlemen: Reference is made to that certain Credit and Guaranty Agreement, dated as of February 8, 2012 (as amended from time to time, the “Credit Agreement”), by and among Tronox Pigments (Netherlands) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and having its registered office address at ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇, (▇▇▇▇▇▇), ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, registered with the trade register of the chamber of commerce in Amsterdam, The Netherlands under number 34132341 (“Borrower”), Tronox Incorporated, a Delaware corporation (“US Holdings”), certain Subsidiaries of Holdings, as guarantors, the lenders party thereto from time to time (the “Lenders”), ▇▇▇▇▇▇▇ Sachs Bank USA, as administrative agent, collateral agent and syndication agent, and the other agents named therein. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. The undersigned Lender hereby gives notice of its participation in the Auction by submitting the following Return Bid21: Reply Price (price per $1,000) Reply Amount (principal amount of Term Loans) US$ US$ US$ US$ US$ US$ The undersigned Lender acknowledges that the submission of this Return Bid along with an executed Affiliate Assignment Agreement, to be held in escrow by the Auction Manager, obligates the Lender to sell the entirety or its pro rata portion of the Reply Amount in accordance with the Auction Procedures, as applicable. Very truly yours, [Name of Lender] By: Name: Title: 21 Lender may submit up to three component bids but need not submit more than one. The sum of Lender’s bid(s) may not exceed the aggregate principal face amount of Term Loans held by it as lender of record on the date of submission of its Return Bid. This Affiliate Assignment and Assumption Agreement (this “Assignment”) is dated as of the Affiliate Assignment Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [NAME OF HOLDINGS, BORROWER OR RELEVANT SUBSIDIARY/AFFILIATED LENDER] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Affiliate Assignment Effective Date [in the case of an Auction: inserted by the Auction Manager as contemplated in the Auction Procedures], (i) all of the Assignor’s rights and obligations in its capacity as 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 the Assignor’s outstanding rights and obligations under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by After delivery of an Auction Notice, Offeror the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only in the event that, as of such time, if no Qualifying Bid has been received by the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender Manager at the time of a Return Bid, such Lender will not have any withdrawal rightswithdrawal. 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 of Term Loans by Offeror required by the terms and conditions of set forth in Section 11.2 2.23 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by Offeror directly such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with Offerorthe applicable Purchasing Borrower Party, which and their determination will be final and binding. binding so long as such determination is not inconsistent with the terms of Section 2.23 of the Credit Agreement or this Exhibit J. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe applicable Purchasing Borrower Party, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.23 of the Credit Agreement or this Exhibit J. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective affiliates Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe applicable Purchasing Borrower Party, the Loan Parties, Parties or any of their affiliates respective Affiliates (whether contained in the Offer Documents 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 Exhibit J shall not require Offeror any Purchasing Borrower Party to initiate any AuctionAuction Purchase Offer. Bank of America, N.A 3126230 10/15/2013 Lytton Gateway, LLC $ 5,102,280.00 JPMorgan Chase Bank, N.A. $ 315,000,000 JPMorgan Chase Bank, N.A. $ 20,000,000 Bank of America, N.A. $ 15,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA $ 10,000,000 SunTrust Bank $ 5,000,000 • ▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇.▇▇ • ▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇.▇▇* • ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (blocking only) • ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇-▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇.▇▇.▇▇ • ▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇.▇▇ • ▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇.▇▇ • ▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇.▇▇ • ▇▇▇▇▇▇▇▇▇.▇▇.▇▇ • ▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇.▇▇* • ▇▇▇▇▇▇▇▇▇.▇▇▇▇ • ▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇.▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ • ▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇-▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇.▇▇* • ▇▇▇▇▇▇▇▇▇.▇▇▇▇ • ▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇-▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇.▇▇* • ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇.▇▇* • ▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇.▇▇ • ▇▇▇▇▇.▇▇▇ * Domain name in which beneficial ownership is held by a Loan Party, but legal title is held by a local presence provider (on behalf of the Loan Party) due to local domain name ownership requirements. None. None. None. ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, LLC (Delaware) SurveyMonkey Inc. 100% Designated Infinity Box Inc. (Delaware) ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, LLC 100% Designated SurveyMonkey International Limited (Gibraltar, British Overseas Territory) ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, LLC 100% Excluded SurveyMonkey Luxembourg Sarl (Grand Duchy of Luxembourg) SurveyMonkey International Limited 100% Excluded SurveyMonkey Europe Sarl (Grand Duchy of Luxembourg) SurveyMonkey Luxembourg Sarl 100% Excluded SurveyMonkey Netherlands Coöperatief U.A. (Kingdom of Netherlands) SurveyMonkey Luxembourg Sarl 99.99% Excluded SurveyMonkey Netherlands Coöperatief U.A. (Kingdom of Netherlands) SurveyMonkey International Limited 0.01% Excluded SurveyMonkey Spain, S.L. (Kingdom of Spain) SurveyMonkey Netherlands Coöperatief U.A. 100% Excluded SurveyMonkey Spain, Sucursal em Portugal (Portuguese Republic) SurveyMonkey Spain, S.L. 100% Excluded SurveyMonkey Services Canada ULC (British Columbia, Canada) SurveyMonkey Spain, S.L. 100% Excluded SurveyMonkey Japan KK (Japan) SurveyMonkey Spain, S.L. 100% Excluded Clicktools Limited (England and Wales, United Kingdom) SurveyMonkey Spain, S.L. 49.9% Excluded None. Name of Major Stockholder Number of Equity Interest Owned Class of Equity Interest Percentage of Class of Equity Interest Owned in Holdings1 SM Investor LLC 12,641,657 Common Stock 14.20% ▇▇▇▇ Capital Venture Fund 2007, L.P. 3,592,946 Common Stock 4.04% BCIP Venture Associates 510,219 Common Stock 0.57% BCIP Venture Associates-B 7,193 Common Stock 0.01% Tiger Global Private Investment Partners VI, L.P. 15,228,284 Common Stock 17.10% Tiger Global Private Investment Partners VII, L.P. 12,800,035 Common Stock 14.38% Trustees of the Metal Monkey Trust U/A/D January 26, 2011 201,726 Common Stock 0.23% ▇▇▇ ▇▇▇▇▇ 700,354 Common Stock 0.79% ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 21,930 Common Stock 0.02% TPG SM Holdings, L.P. 3,565,672 Series A Convertible Preferred Stock 97.32% MRS Trust 98,364 Series A Convertible Preferred Stock 2.68% ICQ Investments 6, LP 3,781,780 Common Stock 4.25% ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇▇▇ TTEES Hello Warrior Family Trust U/A/D 2/2/2009 268,968 Common Stock 0.30% ▇▇▇▇ ▇▇▇▇▇▇▇ 67,242 Common Stock 0.08% The Makan Family Trust 67,242 Common Stock 0.08% Google Inc. 4,385,965 Common Stock 4.93% The Social+Capital Partners, L.P. 1,039,099 Common Stock 1.17% The Social+Capital Partnership Principals Fund, L.P. 276,690 Common Stock 0.31% ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 5,043,151 Common Stock 5.66% 1 Calculated on a non-diluted basis ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Family Trust 5,190,281 Common Stock 5.83 % ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 2009 Annuity Trust 675,230 Common Stock 0.76 % The ▇▇▇▇ Delaware Trust 661,414 Common Stock 0.74 % ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Tenants by the Entirety 28,546 Common Stock 0.03 % SM Profits LLC 8,550,494 Common Stock 9.60 %

Additional Procedures. Once initiated by an Auction Notice, Offeror may withdraw an Auction only in the event that, as of such time, no Qualifying Bid has been received by the Auction Manager. FurthermoreBorrower must, in connection accordance with Section 2.12(g)(iii) of the Credit Agreement, terminate any Auction, upon submission by a Lender Auction Prepayment Offer if it reasonably believes that it will fail to satisfy one or more of a Return Bid, the conditions set forth in Section 2.12(g)(ii) of the Credit Agreement which are required to be met at the time which otherwise would have been the time of prepayment of Term Loans pursuant to such Lender will not have any withdrawal rightsAuction Prepayment Offer. 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 Prepayment Offer may become void if the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of prepayment set forth in Section 11.2 2.12 of the Credit Agreement are not met. The Borrower shall pay the aggregate purchase price in respect of all Qualifying Bids for each Term Loan to be purchased shall be paid which prepayment by Offeror directly the Borrower is required in accordance with the foregoing provisions to the respective assigning Lender Administrative Agent for the account of the applicable Lenders not later than 2:00 p.m. on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror shall execute each applicable Assignment and Acceptance received in connection with a Qualifying Biddue). All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Prepayment Offer will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and bindingbinding so long as such determination is not inconsistent with the terms of Section 2.12(g) of the Credit Agreement or this Exhibit C, as determined by the Auction Manager in good faith. The Auction Manager’s interpretation of the terms and conditions of the Offer DocumentAuction Notice, in consultation with Offerorthe Borrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 2.12(g) of the Credit Agreement or this Exhibit C, as determined by the Auction Manager in good faith. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective affiliates Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offeror, the Loan Parties, Parent or any of their affiliates its Affiliates (whether contained in the Offer Documents an Auction Notice 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 C shall not require Offeror the Borrower to initiate any AuctionAuction Prepayment Offer. To: Truist Bank, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of December 1, 2022 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among EVERTEC, Inc., a Puerto Rican corporation (“Parent”), EVERTEC Group, LLC, a Puerto Rican limited liability company (the “Borrower”), the Lenders and L/C Issuers party thereto from time to time, and Truist Bank, as Administrative Agent, Collateral Agent, Swingline Lender and an L/C Issuer. The undersigned hereby requests (select one): ☐ A Borrowing of [Revolving Facility][Term A][Term B] Loans ☐ A conversion or continuation of [Revolving Facility][Term A][Term B] Loans 1. On_________________________________________________________(a Business Day). 2. In the amount of [$]____________________________________________ 3. Comprised of__________________________________________________________ [Type of Loan requested (ABR Loan, SOFR Loan or Alternative Currency Loan)] [4. With an Interest Period of ___ months.]16

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrower may withdraw an Auction a Purchase Offer only in the event that, as of such time, if no Qualifying Bid has been received by the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender Manager at the time of a Return Bid, such Lender will not have any withdrawal rightswithdrawal. 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 a Purchase Offer may become void if the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of set forth in Section 11.2 2.23 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Borrower to the respective assigning Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans or Other Term Loans that are the subject of an Auction a Purchase Offer will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and binding. binding so long as such determination is not inconsistent with the terms of Section 2.23 of the Credit Agreement or this Exhibit B. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.23 of the Credit Agreement or this Exhibit B. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective affiliates its Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the Loan Parties, or any of their affiliates Affiliates (whether contained in the Offer Documents 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 Exhibit B shall not require Offeror the Borrower to initiate any AuctionPurchase Offer. SECTION 1.01. Credit Agreement 1 SECTION 1.02. Other Defined Terms 1

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrower may withdraw an Auction only in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction ManagerManager or (ii) the Borrower has failed to meet a condition set forth in Section 1.14 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by Offeror the Borrower required by the terms and conditions of Section 11.2 1.14 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Borrower to the respective assigning Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and bindingbinding so long as such determination is not inconsistent with the terms of Section 1.14 of the Credit Agreement or this Schedule 1.14. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 1.14 of the Credit Agreement or this Schedule 1.14. None of the Administrative Agent, the Auction Manager, any Arranger, any other Agent Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the other Loan Parties, or any of their affiliates (whether contained in the Offer Documents 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 Exhibit Schedule 1.14 shall not require Offeror the Borrower to initiate any Auction.. Title IV Plans: GSE Lining Technology, LLC Group Health Insurance Multiemployer Plans: None. All material Benefit Plans: Gundle/SLT Environmental, Inc. 401(k) Plan None. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Land and Buildings ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Land and Buildings ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Land and Buildings ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Land and Buildings ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇, Germany Land and Buildings ▇▇. ▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Land and Buildings ▇▇▇/▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇ The 4th Industrial Zone The 6th of October City, Egypt Land and Buildings Leased Real Estate: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Houston, TX 77293

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrower may withdraw an Auction only in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction ManagerManager or (ii) the Borrower has failed to meet a condition set forth in Section 2.19 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans of any applicable Class by Offeror the Borrower required by the terms and conditions of Section 11.2 2.19 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Borrower to the respective assigning Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans of each applicable Class that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and binding. binding so long as such determination is not inconsistent with the terms of Section 2.19 of the Credit Agreement or this Exhibit J. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.19 of the Credit Agreement or this Exhibit J. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the Loan Parties, or any of their affiliates (whether contained in the Offer Documents 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 Exhibit J shall not require Offeror the Borrower to initiate any Auction. Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of October [ ], 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among ▇.▇. ▇▇▇▇▇▇▇▇▇ & Sons Company, a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. The undersigned hereby requests (select one): ☐A Borrowing of Term B Loans ☐A conversion or continuation of Term B Loans

Additional Procedures. Once initiated by an Auction Notice, Offeror the Lux Borrower may withdraw an Auction only in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction ManagerManager or (ii) the Lux Borrower has failed to meet a condition set forth in Section 2.23 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans of any applicable Class by Offeror the Lux Borrower required by the terms and conditions of Section 11.2 2.23 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Lux Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Lux Borrower to the respective assigning Lender on a settlement date as determined jointly by the Lux Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Lux Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans of each applicable Class that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Lux Borrower, which and their determination will be final and binding. binding so long as such determination is not inconsistent with the terms of Section 2.23 of the Credit Agreement or this Exhibit G. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Lux Borrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.23 of the Credit Agreement or this Exhibit G. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Lux Borrower, the Loan Parties, or any of their affiliates (whether contained in the Offer Documents 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 Exhibit G shall not require Offeror the Lux Borrower to initiate any Auction. Location: [_______________] Municipality: [_______________] County: [_______________] State: [_______________] THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (this “Mortgage”) is dated as of ______ ___, 202_ by and from [__________________________], a [________________], as mortgagor, assignor and debtor (in such capacities and, together with any successors and assigns in such capacities, “Mortgagor”), whose address is [______________________], to ACQUIOM AGENCY SERVICES LLC, as Collateral Agent for the Secured Parties, as mortgagee, assignee and secured party (in such capacities and, together with its successors and assigns in such capacities, “Mortgagee”), having an address at [●].

Additional Procedures. Once initiated by an Auction Notice, the Offeror may withdraw an Auction only in the event that, as of such time, no Qualifying Bid has been received by written notice to the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rightsManager prior to the original Expiration Time. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by cancelled; provided that a LenderLender 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, an Auction may shall become void if the Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of set forth in Section 11.2 10.04(k) of the Credit Agreement are not metAgreement, as applicable, or to otherwise comply with any of the provisions of such Section 10.04(k). The purchase price for each all Term Loan to be Loans purchased in an Auction shall be paid in cash by the Offeror directly to the respective assigning Lender on a settlement date as determined by the Auction Manager in consultation with the consent of (not to be unreasonably withheld or delayed) the Offeror (which shall be no later than ten (10) 3 Business Days after the date Return Bids are due).4 due unless extended with the consent of the Offeror), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with the consent of (not to be unreasonably withheld or delayed) the Offeror, which and the Auction Manager’s determination will be final and bindingbinding absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the consent of the Offeror, will be final and bindingbinding absent manifest error. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the Loan Parties, or any of their affiliates (whether contained in the Offer Documents or otherwise) otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Immediately upon the consummation of an Auction pursuant to Section 10.04(k) of the Credit Agreement, the Term Loans subject to such Auction and all rights and obligations as a Lender related to such Term Loans shall for all purposes (including under the Credit Agreement, the other Loan Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect, and neither the Borrower nor any of its Subsidiaries shall obtain or have any rights as a Lender under the Credit Agreement or under the other Loan Documents by virtue of the acquisition of any Term Loans subject to such Auction. The Auction Manager acting in its capacity as such under an Auction shall be entitled to the benefits of the provisions of Article 9 and Section 10.05 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 requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction. This Exhibit K shall not require Offeror the Borrower or any of its Subsidiaries to initiate any Auction, nor shall any Lender be obligated to participate in any Auction.

Additional Procedures. Once initiated by an Auction Notice, Offeror the applicable Borrower may withdraw an Auction only in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction ManagerManager or (ii) the applicable Borrower has failed to meet a condition set forth in Section 2.24 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans of any applicable Class by Offeror the applicable Borrower required by the terms and conditions of Section 11.2 2.24 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the applicable Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the applicable Borrower to the respective assigning Lender on a settlement date as determined jointly by the applicable Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The applicable Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans of each applicable Class that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe applicable Borrower, which and their determination will be final and binding. binding so long as such determination is not inconsistent with the terms of Section 2.24 of the Credit Agreement or this Exhibit C. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe applicable Borrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.24 of the Credit Agreement or this Exhibit C. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe applicable Borrower, the Loan Parties, or any of their affiliates (whether contained in the Offer Documents 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 Exhibit C shall not require Offeror the applicable Borrower to initiate any Auction. Dated [ ] JPMORGAN CHASE BANK, N.A., as Administrative Agent, under that certain Credit Agreement, dated as of April 27, 2017 (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, the “Credit Agreement”), among ENDO INTERNATIONAL PLC, ENDO LUXEMBOURG FINANCE COMPANY I S.À ▇.▇., ENDO LLC, the Lenders from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender. JPMorgan Chase Bank, N.A. ▇▇ ▇. ▇▇▇▇▇▇▇▇ Chicago, IL 60603 Attention: ▇▇▇▇ ▇▇▇▇▇▇ [[ 1 ], as Issuing Bank under the Credit Agreement ] Attention: [ ] Ladies and Gentlemen: [Pursuant to Section 2.06(b) of the Credit Agreement, we hereby request that the Issuing Bank referred to above issue a [Trade][Standby] Letter of Credit for the account of the undersigned on [ 2 ] (the “Date of Issuance”) in the aggregate amount of [ 3 ]. The Letter of Credit shall be [a Dollar Tranche Letter of Credit denominated in Dollars][a Multicurrency Tranche Letter of Credit in [ 4 ], which is an Agreed Currency].]5 [Pursuant to Section 2.06(b) of the Credit Agreement, we hereby request that the Issuing Bank referred to above [amend][renew][extend] the Letter of Credit [ ]6 on [ 7 ] (the “Date of Modification”) to provide that [ ]8.]9 1 Insert name and address of Issuing Bank. For [Standby ]Letters of Credit issued by JPMorgan Chase Bank, N.A. insert: JPMorgan Chase Bank, N.A., ▇▇ ▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, Telecopy No. (3120732-4754, Email: ▇▇▇.▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. For Trade Letters of Credit issued by JPMorgan Chase Bank, N.A., insert: JPMorgan Chase Bank, N.A., ▇▇ ▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, Telecopy No. (3120732-4754, Email: ▇▇▇.▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. For Letters of Credit issued by another Issuing Bank, insert the correct notice information for that Issuing Bank.

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrower may withdraw an Auction only in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction ManagerManager or (ii) the Borrower has failed to meet a condition set forth in Section 2.16 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by Offeror the Borrower required by the terms and conditions of Section 11.2 2.16 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Borrower to the respective assigning Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and bindingbinding so long as such determination is not inconsistent with the terms of Section 2.16 of the Credit Agreement or this Schedule 2.16. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 2.16 of the Credit Agreement or this Schedule 2.16. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the Loan Credit Parties, or any of their affiliates (whether contained in the Offer Documents 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 Exhibit Schedule 2.16 shall not require Offeror the Borrower to initiate any Auction. None. Semtech Corporation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Camarillo, California 93012 Ventura Yes Semtech Corpus Christi S.A. de C.V. Carretera a Matamoros Y Brecha E-99, Parque Industrial ▇▇▇▇▇▇▇, Tamaulipas, Mexico, CP 88780 No Semtech San Diego Corporation ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ San Diego Yes Sierra Monolithics, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Orange Yes Sierra Monolithics, Inc. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Blvd. Redondo Beach, CA 90277 Los Angeles Yes Sierra Monolithics, Inc. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Blvd. Redondo Beach, CA 90277 Los Angeles Yes Sierra Monolithics, Inc. 306, 308, 310 and ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (all in same bldg.) Los Angeles Yes Semtech Corporation ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Santa ▇▇▇▇▇ Yes Semtech Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Wake Yes Semtech (International) AG and Semtech Switzerland GmbH ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ No Semtech France SARL Parc ▇▇▇▇▇▇▇▇▇▇▇-▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ No Semtech Germany GmbH ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ No Semtech Limited ▇▇▇▇▇ ▇-▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇ No Semtech Route des Gouttes d’Or 40 No Neuchâtel SARL 2000 Neuchatel Switzerland Semtech Semiconductor (Shenzhen) Company Limited Shenzhen Design Center Suite A408 4th Floor, A Wing, TCL Building, South First Street, Nanshan District, Shenzhen, China No Semtech Semiconductor Holdings Limited ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 10 Harcourt Rd. Central, Hong Kong No Semtech Semiconductor (Chengdu) Co. Ltd. Room #1-182, UC Customer Centre, No. 8-2, Kexin Road, West Park of Chengdu Hi-Tech ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ No Semtech Semiconductor (Shanghai) Co. Ltd. Xuhui Commercial Mansion, Room 2008, No. ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ No Semtech (International) AG — Beijing Representative Office Unit 2206 Beijing Silver Tower No. 2 North Road Dong San ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ No Semtech (International) AG — Shanghai Representative Office ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Times Square, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, Luwan District, Shanghai, 200021, P.R. China No Semtech Switzerland GmbH — Japan Branch Office Okada Building, 8F, 22-6, Higashi ▇▇▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇ ▇▇▇▇▇ No Semtech (International) AG — Korea Branch Office ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇-▇▇ ▇▇▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇, ▇▇▇▇▇ 135-080 No Semtech (International) ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ 2 Building Trade Street, cor, Investment Drive ▇▇▇▇▇▇▇▇ Business Park ▇▇▇▇▇-Alabang, Muntinlupa City Philippines No Semtech (International) AG, Taiwan Branch ▇▇▇, ▇▇. ▇▇, ▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ No Gennum(1) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ No Gennum ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ No (1) As used in this schedule, “Gennum” refers to Gennum Corporation and its Subsidiaries. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Gennum ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ No Gennum ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ No Gennum ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ No Gennum ▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ #▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ No Gennum ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Santa ▇▇▇▇▇ No Gennum 288 and 288-A ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Aguascalientes, Mexico 20983 No Gennum Shinjuku ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇-▇▇-▇ ▇▇▇▇▇ Shinjuku, ▇▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇ No Gennum 6F-4, No. 51, Sec. ▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Taiwan, R.O.C. No Gennum First floor and part ground floor, South Building ▇▇▇▇▇▇ Court Parsonage Lane, Bishops’ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ No Gennum ▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ No Gennum ▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Road, ▇▇▇▇▇▇▇ Stoke, Bristol United Kingdom BS32 4PY No Gennum ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇, Room 1300-13001-0017 Second Floor, Vilnius, Lithuania No Gennum ▇▇▇▇▇▇▇▇▇▇▇▇▇. ▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ No Gennum #▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ No Gennum #▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ No Gennum #▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ No Gennum RM ▇/▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ No Cycleo SAS ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇▇ No Semtech San Diego Corporation 100% Semtech Corporation n/a Semtech Corpus Christi Corporation 100% Semtech Corporation n/a Semtech New York Corporation 100% Semtech Corporation n/a Sierra Monolithics, Inc. 100% Semtech Corporation n/a Semtech Corpus Christi S.A. de C.V. (a Mexican corporation) 0.1 % (1 share of the fixed capital) (direct) 99.9% (indirect) Semtech Corporation Semtech Corpus Christi Corporation 99% (99 shares of the fixed capital and 1,375 of the variable capital) Semtech (International) AG (a Swiss company limited by shares) 100% (direct) Semtech Corporation n/a Semtech France SARL 100% (indirect) Semtech (International) AG 100% Semtech Germany GmbH 100% (indirect) Semtech (International) AG 100% Semtech Switzerland GmbH 100% (indirect) Semtech (International) AG 100% Semtech Limited (a private limited company under the Companies ▇▇▇ ▇▇▇▇ to 1967 of the United Kingdom, registered in Scotland) 100% (indirect) Semtech (International) AG 100% Semtech Neuchâtel SARL (a Swiss limited liability company) 100% (indirect) Semtech (International) AG 100% Semtech Semiconductor (Shenzhen) Company Limited 100% (indirect) Semtech (International) AG 100% Semtech Semiconductor (Malaysia) Sdn Bhd 100% (indirect) Semtech (International) AG 100% Semtech Semiconductor Holdings Limited 100% (indirect) Semtech (International) AG 100%

Additional Procedures. Once initiated by an Auction Notice, Offeror the Company may withdraw an Auction only in the event that, as of such time, no Qualifying Bid has been received by the Auction ManagerManager 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 2.22 of the Credit Agreement which are required to be met at the time which otherwise would have been the time of purchase of the Add-On Term Loans pursuant to the respective Auction. Furthermore, in connection with any AuctionAuction with respect to particular Add-On Term Loans, upon submission by a Term Lender of a Return Bid, such Term Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Term Lender. However, an Auction may become void if the conditions to the purchase of the applicable Add-On Term Loans by Offeror the Company required by the terms and conditions of Section 11.2 2.22 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Company is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Company to the respective assigning Term Lender on a settlement date as determined jointly by the Company and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Company shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Add-On Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Company, which and their determination will be final and binding. The Auction Manager’s interpretation of binding so long as such determination is not inconsistent with the terms and conditions of the Offer Document, in consultation with Offeror, 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 Offeror, 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 shall not require Offeror to initiate any Auction.of

Additional Procedures. Once initiated by an Auction Notice, Offeror the Company may withdraw an Auction only in the event that, as of such time, no Qualifying Bid has been received by the Auction ManagerManager 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 2.22 of the Credit Agreement which are required to be met at the time which otherwise would have been the time of purchase of the Add-On Term Loans pursuant to the respective Auction. Furthermore, in connection with any AuctionAuction with respect to particular Add-On Term Loans, upon submission by a Term Lender of a Return Bid, such Term Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Term Lender. However, an Auction may become void if the conditions to the purchase of the applicable Add-On Term Loans by Offeror the Company required by the terms and conditions of Section 11.2 2.22 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Company is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Company to the respective assigning Term Lender on a settlement date as determined jointly by the Company and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Company shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Add-On Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Company, which and their determination will be final and bindingbinding so long as such determination is not inconsistent with the terms of Section 2.22 of the Credit Agreement or this Schedule. The Auction Manager’s 's interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Company, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 2.22 of the Credit Agreement or this Schedule. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offeror, the Loan PartiesCompany, or any of their its affiliates (whether contained in the Offer Documents 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 Exhibit Schedule shall not require Offeror the Company to initiate any Auction. None. None. None. A. Capitalization of the Company and its Subsidiaries Oshkosh Corporation is authorized to issue 300,000,000 shares of $.01 par value Common Stock. At March 23, 2018, 74,148,275 shares of Common Stock were issued and outstanding, respectively. The Company is also authorized to issue up to 2,000,000 shares of $.01 par value Preferred Stock, none of which were issued or outstanding at March 23, 2018. Access Financial Solutions, LLC JLG Equipment Services, Inc. 100.00% Membership Unit 1 Audubon Manufacturing Corporation Concrete Equipment Company, Inc. 100.00% Common 50,000 Concrete Equipment Company, Inc. McNeilus Companies, Inc. 100.00% Common 1.222222 ▇▇▇▇▇▇ International, Inc. JLG Industries, Inc. 100.00% Common 250 Iowa Contract Fabricators, Inc. McNeilus Companies, Inc. 100.00% Common 6,737 Iowa Mold Tooling Co., Inc. McNeilus Companies, Inc. 100.00% Common 1,000 JerrDan Corporation McNeilus Companies, Inc. 100.00% Common 1,000 JLG Deutschland GmbH JLG Industries GmbH 100.00% Capital Stock 6,200,000 JLG EMEA B.V. JLG EMEA Holdings C.V. 100.00% Common 3,188,174 JLG EMEA Holdings C.V. JLG Equity Holdings C.V. JLG International LLC 99.99% 0.01% --- JLG Equipment Services Limited JLG EMEA Holding C.V. 100.00% Ordinary 10,000 JLG Equipment Services, Inc. JLG Industries, Inc. 100.00% Common 10 JLG Equity Holdings C.V. OSK Industries LLC JLG International LLC 99% 1% --- JLG France SAS JLG EMEA B.V. 100.00% Capital Stock 299,824 JLG Group Support Europe BVBA JLG EMEA B.V. JLG Industries GmbH 99.9999% 0.0001% Shares 9,999 1 JLG Industries (Italia) SRL JLG EMEA B.V. JLG Industries GmbH 99.0% 1.0% Capital Stock Capital Stock 10,197 103 JLG Industries (United Kingdom) Limited JLG EMEA B.V. 100.00% Capital Stock 2 JLG Industries GmbH JLG EMEA B.V. 100.00% Capital Stock 1 JLG Industries Japan Co., Ltd. JLG Industries, Inc. 100.00% Shares 3,000 JLG Industries Korea, Ltd. JLG Industries, Inc. 100.00% Units 2,000 JLG Industries, Inc. McNeilus Companies, Inc. 100.00% Common 1,000 JLG International LLC JLG Industries, Inc. 100.00% Membership Units 100 JLG Latino Americana Cooperatief U.A. JLG Latino Americana Holdings 2 BV JLG Latino Americana Holdings 1 BV 69.99% 30.01% Membership Interest 69.99 30.01 JLG Latino Americana Holdings 1 B.V. JLG Industries, Inc. 100.00% Shares 1 JLG Latino Americana Holdings 2 B.V. JLG Equity Holdings C.V. 100.00% Shares 1 JLG Latino Americana Ltda. JLG Latino Americana Cooperatief UA OSK Company, LLC 99.97% 0.03% Quotas Quotas 295,210 100 JLG Macquinara Mexico, S. De ▇.▇. de ▇.▇. ▇▇▇▇▇▇▇▇ Companies, Inc. JLG Industries, Inc. 99% 1% Quotas Quotas 2,970 30 JLG Manufacturing Central Europe S.R.L. JLG EMEA B.V. JLG Industries GmbH 99.9999664% 0.0000336% Capital Stock Capital Stock 2,974,509 10 JLG Manufacturing Europe BVBA JLG EMEA B.V. JLG Industries GmbH 99.0% 1.0% Shares 99 1 JLG Manufacturing, LLC JLG Industries, Inc. JLG Equipment Services, Inc. 99.0% 1.0% Membership Units 99 1 JLG New Zealand Access Equipment & Services JLG Equipment Services, Inc. 100.00% Shares 1 JLG Properties Australia PTY Limited JLG Industries, Inc. 100.00% Capital Stock 225,000 JLG Sverige AB JLG EMEA B.V. 100.00% Capital Stock 6,250 Kewaunee Fabrications, L.L.C. Oshkosh Corporation 100.00% --- LMI Finance L.P. Oshkosh Logistics Corporation (General Partner) JLG EMEA B.V. (Limited Partner) 0.10% 99.90% --- London (Mtl) Inc. London Machinery Inc. 100.00% Common 1,125 London Machinery Inc. McNeilus Companies, Inc. 100.00% Common 10 ▇▇▇▇▇▇▇▇ Fabricators, Inc. McNeilus Companies, Inc. 100.00% Common 6,313 McNeilus Companies, Inc. Oshkosh Corporation 100.00% Class A Voting Class B Non-voting 76,061 7,380,264 McNeilus Financial Services, Inc. McNeilus Companies, Inc. 100.00% Common 1,000,000 McNeilus Financial, Inc. McNeilus Truck and Manufacturing, Inc. 100.00% Common 125,000 McNeilus Truck and Manufacturing, Inc. McNeilus Companies, Inc. 100.00% Common 102,950 Oshkosh Airport Products, LLC Oshkosh Corporation 100.00% Membership Units 100 Oshkosh Arabia FZE Oshkosh Corporation 100.00% Capital Stock 1 Oshkosh Asia Holdings Limited Oshkosh Corporation 100.00% Ordinary 100 Oshkosh Commercial (Beijing) Co., Ltd. Oshkosh Asia Holdings Limited 100.00% --- 100 Oshkosh Commercial Products, LLC Oshkosh Corporation 100.00% Membership Units 100 Oshkosh Defense Canada Incorporated Oshkosh Defense, LLC 100.00% Common 100 Oshkosh Defense, LLC Oshkosh Corporation 100.00% Membership Units 100 Oshkosh Equipment Manufacturing, S. de ▇.▇. de C.V. Oshkosh Europe B.V. JLG EMEA Holdings C.V. 99.97% 0.03% Quotas 2,999 1 Oshkosh Europe B.V. JLG EMEA Holdings C.V. 100.00% Shares 1 Oshkosh HD, LLC Oshkosh Corporation 100.00% Membership Units 100 Oshkosh India Private Limited Oshkosh Corporation Kewaunee Fabrications, L.L.C. 99.99% 0.5% Shares Shares 9,900 100 Oshkosh Italy, B.V. JLG EMEA B.V. 100.00% Shares 18,300 Oshkosh JLG (Tianjin) Equipment Technology Co., Ltd. JLG Equipment Services Limited 100.00% Oshkosh Logistics Corporation Oshkosh Corporation 100.00% Common 1,000 Oshkosh Rus, LLC JLG EMEA B.V. JLG Industries GmbH 99.99% 0.01% --- 99.99 .01 Oshkosh Truck (UK) Limited Oshkosh Unipower Limited 100.00% Common 4 Oshkosh Unipower Limited Oshkosh Corporation 100.00% Ordinary 1 Oshkosh-JLG (Singapore) Technology Equipment Private Limited JLG EMEA Holdings C.V. 100.00% Ordinary 260,000 OSK Company, LLC JLG Latino Americana Cooperatief U.A. 100.00% Membership Units 1 OSK Industries, LLC JLG Industries, Inc. 100.00% Membership Units 1 ▇▇▇▇▇▇ Manufacturing Inc. Oshkosh Corporation 100.00% Common 410,079 Platformas Elevadoras JLG Iberica S.L. JLG EMEA B.V. 100.00% Capital Stock 3,010 Power Towers Limited JLG EMEA B.V. 100.00% Premco Products Inc. JLG Industries, Inc. 100.00% Common 10,000 Viking Truck & Equipment Sales, Inc. (Michigan) McNeilus Financial, Inc. 100.00% Common 22,500 Viking Truck & Equipment Sales, Inc. (Ohio) McNeilus Financial, Inc. 100.00% Common 250 B. Company’s equity investments in any other corporation or entity Chasises Y Autopartes Oshmex S.A. de C.V. Oshkosh Corporation 49.00% Series A Series B Series C 22,500 4,230,000 56,403,005 Comercializadora de Chasises S.A. de C.V. Oshkosh Corporation 45.00% Shares 45 Enova Systems, Inc. Oshkosh Corporation 1.00% Series B Convertible Preferred Stock 24,046 Mezcladoras Y Trailers de Mexico, S.A. de ▇.▇. ▇▇▇▇▇▇▇▇ Truck and Manufacturing, Inc. 49.00% Fixed Capital Series B Variable Capital Series B 24,500 379,029 Oshkosh Middle East E.C. Oshkosh Corporation 19.00% Common 23,750 Power Towers Deutschland GmbH Power Towers Limited Willenbrock Concepts 65% 35% --- Power Towers LLC Power Towers Limited ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Al Zarium Suwaidi 49% 51% Power Towers Netherlands BV Power Towers Limited AAMI Participations B.V. 30% 70% RiRent Europe B.V. Oshkosh Italy B.V. 50% --- McNeilus Truck and Manufacturing, Inc. Minnesota Navistar Financial Corporation; Navistar, Inc. 07/24/1973 000245332 All International trucks and chassis; proceeds thereof ▇▇▇▇▇▇ Manufacturing Inc. Wisconsin Navistar Financial Corporation 08/02/1999 01869289 All International trucks and chassis; proceeds thereof ▇▇▇▇▇▇ Manufacturing Inc. Wisconsin KS StateBank 04/04/2016 160004355219 All rights, title and interest in and to the Government Obligation Contract dated as of December 4, 2015 by and between Debtor and City of Paterson, New Jersey; Government Obligation Contract dated as of February 1, 2016 by and between Debtor and City of Pearl, Mississippi; equipment thereto, rental payments thereunder, and the exercise of all rights of Debtor therein Oshkosh Corporation Wisconsin Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee under Trust Agreement Dated as of April 3, 2006 04/01/2013 130004175118 One Bombardier Inc. airframe; two General Electric aircraft engines; one Honeywell auxiliary power unit Oshkosh Corporation Wisconsin Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee under Trust Agreement Dated as of April 3, 2006 09/03/2013 130011570115 One Bombardier Inc. airframe; two Honeywell International Inc. aircraft engines; one Honeywell auxiliary power unit None. None. Indenture, dated February 21, 2014, by and among Oshkosh Corporation, the guarantors party thereto and ▇▇▇▇▇ Fargo Bank, National Association, as trustee evidencing Indebtedness in an aggregate principal amount not to exceed $250 million. Indenture, dated March 2, 2015, among Oshkosh Corporation, the guarantors party thereto and ▇▇▇▇▇ Fargo Bank, National Association, as trustee, evidencing Indebtedness in an aggregate principal amount not to exceed $250 million. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Oshkosh, Wisconsin 54903 Attention: ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Website Address: ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Copies of material notices, including notices of any Default, to: ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Milwaukee, Wisconsin 53202 Attention: Attorney ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Electronic Mail: ▇▇▇▇▇@▇▇▇▇▇.▇▇▇ Daily borrowing/repaying activity, billing and fee activity Bank of America, N.A. Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mail Code: TX2-984-03-23 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ - Building C Richardson, TX 75082 Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Agency related questions, financial reporting requirements, bank group related issues Bank of America, N.A. Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mail Code: IL4-135-09-61 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Chicago, IL 60603 Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Bank of America, N.A. Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mail Code: TX2-984-03-23 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ - Building C Richardson, TX 75082 Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Bank of America, N.A. Attention: ▇▇▇▇▇▇▇ (▇▇▇▇) ▇▇▇▇▇▇▇▇▇ Mail Code: PA6-580-02-30 One Fleet Way Scranton, PA 18507 Phone: 570-496.9621 Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ OR Bank of America, N.A. Attention: Standby Letter of Credit Customer Service Mail Code: PA6-580-02-30 One Fleet Way Scranton, PA 18507 Phone: ▇-▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇_▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Bank of America, N.A., as Agent Ladies and Gentlemen: The undersigned refers to the Second Amended and Restated Credit Agreement dated as of April 3, 2018 (as amended, restated, 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 Oshkosh Corporation, a Wisconsin corporation (the “Company”), certain subsidiaries of the Company from time to time party thereto pursuant to Section 2.19 of the Credit Agreement, the lenders from time to time party thereto (collectively, the “Lenders”), Bank of America, N.A., as administrative agent for the Lenders, an Issuer, and a Swing Line Lender, JPMorgan Chase Bank, N.A., as an Issuer, ▇▇▇▇▇ Fargo Bank, National Association, as an Issuer, and U.S. Bank National Association, as an Issuer and a Swing Line Lender, and hereby gives you notice pursuant to Section 2.03 of the 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 Section 2.03(a) of the Credit Agreement: (i) The aggregate amount of the proposed Borrowing is $ . (ii) The requested Borrowing Date for the proposed Borrowing (which is a Business Day) is _________, ____. (iii) The Class of Loans comprising the proposed Borrowing is [Revolving Loans] [Term A Loans] [Add-On Term Loans] and the Type of Loans comprising the proposed Borrowing is [Base] [Offshore] Rate Loans. (iv) The duration of the Interest Period for each Offshore Rate Loan made as part of the proposed Borrowing, if applicable, is _______________ [months] [days] (which shall be 1, 2, 3 or 6 (or, if all applicable Lenders agree, 12) months (or, solely in the case of Loans denominated in Mexican Pesos, 28, 91 or 182 days)). (v) The Applicable Currency for each Offshore Rate Loan made as part of the proposed Borrowing, if applicable, is _____________________. The undersigned hereby certifies that the following statements will be true on the date of the proposed Borrowing, before and immediately after giving effect thereto and to the application of the proceeds therefrom: (a) The representations and warranties in Article VI of the Credit Agreement (other than, from and after the Covenant Change Date, the representations and warranties set forth in Sections 6.05, 6.11(b) and 6.12 of the Credit Agreement) are true and correct in all material respects (or, if any such representation and warranty is qualified by reference to materiality or Material Adverse Effect, it shall be true and correct in all respects) on and as of the date of such proposed Borrowing (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct in all material respects (or, if any such representation and warranty is qualified by reference to materiality or Material Adverse Effect, it shall be true and correct in all respects) as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 6.11(a)(i) of the Credit Agreement and Section 6.11(a)(ii) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) of the Credit Agreement and Section 7.01(b) of the Credit Agreement); and (b) No Default

Additional Procedures. Once initiated by an Auction Notice, Offeror may withdraw an Auction only in the event that, as of such time, no Qualifying Bid has been received by the Auction Manager. Furthermore, in In connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by Offeror the Borrower required by the terms and conditions of Section 11.2 1.14 of the Credit Agreement are not metmet or waived. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Borrower to the respective assigning Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be reasonably determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and bindingbinding so long as such determination is not inconsistent with the terms of Section 1.14 of the Credit Agreement or this Exhibit 11.1(g). The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 1.14 of the Credit Agreement or this Exhibit 11.1(g). None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective affiliates Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the Loan Credit Parties, or any of their affiliates Affiliates (whether contained in the Offer Documents 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 Exhibit 11.1(g) shall not require Offeror the Borrower, any other Credit Party or any of their Affiliates to initiate any Auction.

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrower may withdraw an Auction only in the event that, as of such time, (i) no Qualifying Bid has been received by the Auction ManagerManager 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 2.14 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 the respective Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by Offeror the Borrower required by the terms and conditions of Section 11.2 2.14 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly Borrower to the respective assigning Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and bindingbinding so long as such determination is not inconsistent with the terms of Section 2.14 of the Credit Agreement or this Schedule 2.14. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 2.14 of the Credit Agreement or this Schedule 2.14. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the other Loan Parties, or any of their affiliates (whether contained in the Offer Documents 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 Exhibit Schedule 2.14 shall not require Offeror the Borrower to initiate any Auction. The Indebtedness set forth on Schedule 7.03 is incorporated by reference herein.

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrower may withdraw an Auction a Purchase Offer only in the event that, as of such time, if no Qualifying Bid has been received by the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender Manager at the time of a Return Bid, such Lender will not have any withdrawal rightswithdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled canceled by a Lender. However, an Auction a Purchase Offer may become void if the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of set forth in Section 11.2 2.23 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Borrower to the respective assigning Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction a Purchase Offer will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and binding. binding so long as such determination is not inconsistent with the terms of Section 2.23 of the Credit Agreement or this Exhibit B. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.23 of the Credit Agreement or this Exhibit B. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective affiliates its Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the Loan Parties, or any of their affiliates Affiliates (whether contained in the Offer Documents 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 Exhibit B shall not require Offeror the Borrower to initiate any AuctionPurchase Offer. JPMorgan Chase Bank, N.A., as Administrative Agent Loan and Agency Services Group ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: April Yebd Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Copy to: JPMorgan Chase Bank, N.A., as Administrative Agent ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of April 1, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CoStar Group, Inc. (the “Borrower”), CoStar Realty Information, Inc. (the “Co-Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. This notice constitutes a Borrowing Request and the Borrower hereby gives you notice, pursuant to Section [2.03] [2.04] of the Credit Agreement, that it requests a Borrowing under the Credit Agreement, and in connection therewith specifies the following information with respect to such Borrowing: (A) Class of Borrowing1: ____________________________________ (B) Aggregate principal amount of Borrowing :2 $_________________ (C) Date of Borrowing (which is a Business Day): ________________ ________________________ 1 Specify Initial Term Borrowing, Extended Term Borrowing, Revolving Borrowing (including whether such Revolving Borrowing constitutes an Extended Revolving Borrowing), Swingline Borrowing, Incremental Term Borrowing or Refinancing Term Borrowing, and if applicable, specify the Series. 2 Must comply with Section 2.02(c) and 2.04(a) of the Credit Agreement, as applicable. (D) Type of Borrowing:3 ____________________________________ (E) Interest Period and the last day thereof:4 _____________________ (F) [Location and number of the Borrower’s account to which proceeds of the requested Borrowing are to be disbursed: [Name of Bank] (Account No.:_________________________________________)] [Issuing Bank to which proceeds of the requested Borrowing are to be disbursed: ____________________]5 The Borrower hereby certifies that the conditions specified in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement have been satisfied and that, after giving effect to the Borrowing requested hereby and the use of proceeds thereof, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01(b) or 2.04(a) of the Credit Agreement. Very truly yours, COSTAR GROUP, INC., By: Name: Title: ________________________________________________________________________ 3 Specify ABR Borrowing or Eurocurrency Borrowing. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing.

Additional Procedures. Once initiated by an Auction Notice, Offeror may withdraw an Auction only in the event that, as of such time, no Qualifying Bid has been received by the Auction Manager. FurthermoreBorrowers must, in connection accordance with Section 2.16(b) of the Credit Agreement, terminate any Auction, upon submission by a Lender Discounted Voluntary Prepayment Offer if it reasonably believes that it will fail to satisfy one or more of a Return Bid, the conditions set forth in Section 2.16(a) of the Credit Agreement which are required to be met at the time which otherwise would have been the time of prepayment of Term Loans pursuant to such Lender will not have any withdrawal rightsDiscounted Voluntary Prepayment Offer. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction a Discounted Voluntary Prepayment Offer may become void if the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of prepayment set forth in Section 11.2 2.16 of the Credit Agreement are not met. The Borrowers shall pay the aggregate purchase price in respect of all Qualifying Bids for each Term Loan to be purchased shall be paid which prepayment by Offeror directly the Borrowers are required in accordance with the foregoing provisions to the respective assigning Lender Administrative Agent for the account of the applicable Lenders not later than 2:00 p.m. on a settlement date as determined jointly by the Borrowers and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror shall execute each applicable Assignment and Acceptance received in connection with a Qualifying Biddue). All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction a Discounted Voluntary Prepayment Offer will be determined by the Auction Manager, in consultation with Offerorthe Borrowers, which and their determination will be final and binding. binding so long as such determination is not inconsistent with the terms of Section 2.16 of the Credit Agreement or this Exhibit I. The Auction Manager’s interpretation of the terms and conditions of the Offer DocumentAuction Notice, in consultation with Offerorthe Borrowers, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.16 of the Credit Agreement or this Exhibit I. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective affiliates Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrowers, the Loan Parties, or any of their affiliates Affiliates (whether contained in the Offer Documents an Auction Notice 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 Offeror either Borrower to initiate any AuctionDiscounted Voluntary Prepayment Offer.

Additional Procedures. (i) Once initiated by an Auction Notice, the Auction Offeror may withdraw an a Dutch Auction only by written notice to the Auction Manager (x) in the event that, circumstances described in clause (c)(i) above or (y) no later than 24 hours before the original Expiration Time so long as of such time, no Qualifying Bid has Bids have been received by the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, Manager at or prior to the time the Auction Manager receives such Lender will not have any withdrawal rightswritten notice from the Auction Offeror. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by cancelled; provided that a LenderTerm 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, an a Dutch Auction may shall become void if the Auction Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans by Offeror required by set forth in, or to otherwise comply with the terms and conditions provisions of Section 11.2 10.6 of the Credit Agreement are not metthis Agreement. The purchase price for each all Term Loan to be 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 ten (10) 3 Business Days after the date Return Bids are due).4 due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Auction Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 (ii) All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an a Dutch Auction will be determined by the Auction Manager, in consultation with the Auction Offeror, which and the Auction Manager’s determination will be final and bindingconclusive, 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) None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective affiliates Affiliates assumes any responsibility for the accuracy or completeness of the information concerning OfferorHoldings, the Loan Parties, its Subsidiaries or any of their affiliates (whether Affiliates contained in the Offer Documents or otherwise) otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit . (iv) The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Section 9 and Section 10.5 of this Agreement to the same extent as if 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. (v) The procedures listed in clauses (a) through (f) above shall not require Offeror Holdings or any of its Subsidiaries to initiate any Dutch Auction, nor shall any Term Lender be obligated to participate in any Dutch Auction.;

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrower may withdraw an Auction a Purchase Offer only in the event that, as of such time, if no Qualifying Bid has been received by the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender Manager at the time of a Return Bid, such Lender will not have any withdrawal rightswithdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled canceled by a Lender. However, an Auction a Purchase Offer may become void if the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of set forth in Section 11.2 2.23 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Borrower to the respective assigning Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction a Purchase Offer will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and binding. binding so long as such determination is not inconsistent with the terms of Section 2.23 of the Credit Agreement or this Exhibit B. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.23 of the Credit Agreement or this Exhibit B. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective affiliates its Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the Loan Parties, or any of their affiliates Affiliates (whether contained in the Offer Documents 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 Exhibit B shall not require Offeror the Borrower to initiate any AuctionPurchase Offer. JPMorgan Chase Bank, N.A., as Administrative Agent Loan and Agency Services Group ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: April Yebd Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Copy to: JPMorgan Chase Bank, N.A., as Administrative Agent ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of February 16, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CoStar Group, Inc. (the “Borrower”), CoStar Realty Information, Inc. (the “Co-Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. This notice constitutes a Borrowing Request and the Borrower hereby gives you notice, pursuant to Section [2.03] [2.04] of the Credit Agreement, that it requests a Borrowing under the Credit Agreement, and in connection therewith specifies the following information with respect to such Borrowing:

Additional Procedures. Once initiated by an Auction Notice, the Offeror may withdraw an Auction only in by written notice to the event that, Auction Manager no later than 24 hours before the original Expiration Time so long as of such time, no Qualifying Bid has Bids have been received by the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, Manager at or prior to the time the Auction Manager receives such Lender will not have any withdrawal rightswritten notice from the Borrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by cancelled; provided that a LenderTerm 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, an Auction may shall become void if the Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of set forth in Section 11.2 10.06(f) of the Credit Agreement are not metAgreement, as applicable, or to otherwise comply with any of the provisions of such Section 10.06(f). The purchase price for each all Term Loan to be Loans purchased in an Auction shall be paid in cash by the Offeror directly to the respective assigning Term Lender on a settlement date as determined by the Auction Manager in consultation with the Offeror (which shall be no later than ten (10) 3 Business Days after the date Return Bids are due).4 due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with the Offeror, which and the Auction Manager’s determination will be final and bindingconclusive, absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the Offeror, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent agent or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offeror, the Loan Parties, Borrower or any of their affiliates (whether its Subsidiaries contained in the Offer Documents or otherwise) otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under an Auction shall be entitled to the benefits of the provisions of Article IX and Section 10.04 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 requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction. This Exhibit J shall not require Offeror the Borrower to initiate any Auction, nor shall any Term Lender be obligated to participate in any Auction. This Affiliate Assignment Agreement (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]12 hereunder are several and not joint.]13 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all the outstanding rights and obligations under the Term Facility identified below and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

Additional Procedures. Once initiated by an Auction Notice, Offeror the Company may withdraw an Auction only in the event that, as of such time, no Qualifying Bid has been received by the Auction ManagerManager 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 2.22 of the Credit Agreement which are required to be met at the time which otherwise would have been the time of purchase of the Add-On Term Loans pursuant to the respective Auction. Furthermore, in connection with any AuctionAuction with respect to particular Add-On Term Loans, upon submission by a Term Lender of a Return Bid, such Term Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Term Lender. However, an Auction may become void if the conditions to the purchase of the applicable Add-On Term Loans by Offeror the Company required by the terms and conditions of Section 11.2 2.22 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Company is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Company to the respective assigning Term Lender on a settlement date as determined jointly by the Company and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Company shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Add-On Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Company, which and their determination will be final and bindingbinding so long as such determination is not inconsistent with the terms of Section 2.22 of the Credit Agreement or this Schedule. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Company, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 2.22 of the Credit Agreement or this Schedule. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Company, the other Loan Parties, or any of their affiliates (whether contained in the Offer Documents 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 Exhibit Schedule shall not require Offeror the Company to initiate any Auction. None. None. None. A. Capitalization of the Company and its Subsidiaries Oshkosh Corporation is authorized to issue 300,000,000 shares of $.01 par value Common Stock. At March 20, 2014 84,625,580 shares of Common Stock were issued and outstanding, respectively. The Company is also authorized to issue up to 2,000,000 shares of $.01 par value Preferred Stock, none of which were issued or outstanding at March 20, 2014. Access Financial Solutions, Inc. JLG Industries, Inc. 100.00 % Common 10 Audubon Manufacturing Corporation Concrete Equipment Company, Inc. 100.00 % Common 50,000 Concrete Equipment Company, Inc. McNeilus Companies, Inc. 100.00 % Common 1.222222 ▇▇▇▇▇▇ Industries, Inc. JLG Industries, Inc. 100.00 % Common 10 ▇▇▇▇▇▇ International, Inc. JLG Industries, Inc. 100.00 % Common 250 GI Industries, Inc. JLG Industries, Inc. 100.00 % Common 100 Iowa Contract Fabricators, Inc. McNeilus Companies, Inc. 100.00 % Common 6,737 Iowa Mold Tooling Co., Inc. McNeilus Companies, Inc. 100.00 % Common 1,000 JerrDan Corporation McNeilus Companies, Inc. 100.00 % Common 1,000 JLG Deutschland GmbH JLG Industries GmbH 100.00 % Capital Stock 6,200,000 JLG Equipment Services Limited JLG Investments, LP 100.00 % Ordinary 10,000 JLG Equipment Services, Inc. JLG Industries, Inc. 100.00 % Common 10 JLG Europe BV JLG Investments, LP 100.00 % Capital Stock 5,450 JLG France SAS JLG Europe BV 100.00 % Capital Stock 299,824 JLG Industries (Italia) SRL JLG Europe 99.0 % Capital Stock 10,197 JLG Industries GmbH 1.0 % Capital Stock 103 JLG Industries (Proprietary) Limited JLG Europe BV 100.00 % ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇ ▇▇▇▇▇▇▇) Limited JLG Europe BV 100.00 % ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Europe BV 100.00 % Capital Stock 1 JLG Industries, Inc. McNeilus Companies, Inc. 100.00 % Common 1,000 JLG International LLC JLG Industries, Inc. 100.00 % Membership ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ Industries, Inc. 95.86 % Not applicable Not applicable JLG International LLC 4.14 % JLG Latino Americana Ltda. JLG Industries, Inc. 99.97 % Quotas 295,210 JLG Equipment Services, Inc. 0.03 % Quotas 100 JLG Manufacturing Central Europe S.R.L. Oshkosh European Holdings S.L. 99.9997 % Capital Stock 2,974,508 JLG Europe B.V. 0.0003 % Capital Stock 10 JLG Manufacturing Europe BVBA JLG Europe BV 99.0 % Shares 99 JLG Industries GmbH 1.0 % 1 JLG Manufacturing Services Europe Maatschap JLG Manufacturing Europe BVBA 99.95 % Partnership Units 99.95 JLG Europe BV 0.05 % Partnership Units .05 JLG Manufacturing, LLC JLG Industries, Inc. 99.0 % Membership ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Inc. 1.0 % 1 JLG Prolift Pty Limited JLG Industries, Inc. 100.00 % Shares 1 JLG Properties Australia PTY Limited JLG Industries, Inc. 100.00 % Capital Stock 225,000 JLG Sverige AB JLG Europe BV 100.00 % Capital Stock 6,250 JLG-MHD, Inc. JLG Industries, Inc. 100.00 % Common 10 JLG-MHD Indiana, Inc. JLG Industries, Inc. 100.00 % Common 10 Kewaunee Fabrications, L.L.C. Oshkosh Corporation 100.00 % Not applicable Not applicable LMI Finance L.P. Oshkosh Logistics Corporation (General Partner) 0.10 % Not applicable Not applicable McNeilus Companies, Inc. (Limited Partner) 99.90 % London (Mtl) Inc. London Machinery Inc. 100.00 % Common 1,125 London Machinery Inc. McNeilus Companies, Inc. 100.00 % Common 10 ▇▇▇▇▇▇▇▇ Fabricators, Inc. McNeilus Companies, Inc. 100.00 % Common 6,313 McNeilus Companies, Inc. Oshkosh Corporation 100.00 % Class A Voting 76,061 Class B Non-voting 7,380,264 McNeilus Financial Services, Inc. McNeilus Companies, Inc. 100.00 % Common 1,000,000 McNeilus Financial, Inc. McNeilus Truck and Manufacturing, Inc. 100.00 % Common 125,000 McNeilus Truck and Manufacturing, Inc. McNeilus Companies, Inc. 100.00 % Common 102,950 Oshkosh Arabia FZE Oshkosh Corporation 100.00 % Capital Stock 1 Oshkosh Asia Holdings Limited Oshkosh Corporation 100.00 % Ordinary 100 Oshkosh Commercial (Beijing) Co., Ltd. Oshkosh Asia Holdings Limited 100.00 % Not applicable 100 Oshkosh Defense Canada Incorporated Oshkosh Corporation 100.00 % Common 100 Oshkosh Equipment Finance, L.L.C. Oshkosh/McNeilus Financial Services, Inc. 100.00 % Not applicable Not applicable Oshkosh European Holdings S.L. Windmill Ventures C.V. 100.00 % Ordinary 5,006 Oshkosh Group B.V. Oshkosh European Holdings S.L. 99.5 % Common 199 Summit Performance Systems, L.L.C. 0.5 % Common 1 Oshkosh India Private Limited Oshkosh Corporation 99.99 % Shares 9,900 Summit Performance Systems, L.L.C. 0.5 % Shares 100 Oshkosh Italy, B.V. Oshkosh Group B.V. 100.00 % Shares 18,300 Oshkosh JLG (Tianjin) Equipment Technology Co., Ltd. JLG Equipment Services Limited 100.00 % Not applicable Not applicable Oshkosh Logistics Corporation Oshkosh Corporation 100.00 % Common 1,000 Oshkosh Rus, LLC JLG Europe BV 99.99 % Not applicable 99.99 JLG Industries GmbH 0.01 % .01 Oshkosh Truck (UK) Limited Oshkosh Unipower Limited 100.00 % Common 4 Oshkosh Unipower Limited Oshkosh Corporation 100.00 % Ordinary 1 Oshkosh/McNeilus Financial Services, Inc. McNeilus Financial Services, Inc. 100.00 % Common 104,600 Oshkosh-JLG (Singapore) Technology Equipment Private Limited JLG Investments, LP 100.00 % Ordinary 260,000 ▇▇▇▇▇▇ Manufacturing Inc. Oshkosh Corporation 100.00 % Common 410,079 Platformas Elevadoras JLG Iberica S.L. JLG Europe BV 100.00 % Capital Stock 3,010 Premco Products Inc. JLG Industries, Inc. 100.00 % Common 10,000 Summit Performance Systems, L.L.C. Oshkosh Corporation 100.00 % Not applicable Not applicable TGC Industries, Inc. GI Industries, Inc. 100.00 % Class A Common 2,138 Total Mixer Technologies, L.L.C. Oshkosh Corporation 100.00 % Not applicable Not applicable Viking Truck & Equipment Sales, Inc. (Michigan) McNeilus Financial, Inc. 100.00 % Common 22,500 Viking Truck & Equipment Sales, Inc. (Ohio) McNeilus Financial, Inc. 100.00 % Common 250 Windmill Ventures C.V. Summit Performance Systems, L.L.C. 1.0 % Not applicable Not applicable Total Mixer Technologies, L.L.C. .5 % Oshkosh Corporation 98.5 % B. Company’s equity investments in any other corporation or entity Chasises Y Autopartes Oshmex S.A. de C.V. Oshkosh Corporation 49.00 % Series A 22,500 Series B 4,230,000 Series C 56,403,005 Comercializadora de Chasises S.A. de C.V. Oshkosh Corporation 45.00 % Shares 45 Enova Systems, Inc. Oshkosh Corporation 1.00 % Series B Convertible Preferred Stock 24,046 McNeilus Equipamentos do Brasil Ltda. McNeilus Truck and Manufacturing, Inc. 45 % Not applicable Not applicable Mezcladoras Y Trailers de Mexico, S.A. de ▇.▇. ▇▇▇▇▇▇▇▇ Truck and Manufacturing, Inc. 49.00 % Fixed Capital Series B 24,500 Variable Capital Series B 379,029 Mission Readiness LLC Oshkosh Corporation 30 % Not applicable Not applicable Oshkosh Middle East E.C. Oshkosh Corporation 19.00 % Common 23,750 RiRent Europe B.V. JLG Europe B.V. 50 % Not applicable Not applicable

Additional Procedures. Once initiated by an Auction Notice, Offeror the Purchaser may withdraw an Auction only 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 Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by Offeror the Purchaser required by the terms and conditions of Section 11.2 11.6(g)(iii) of the Credit Agreement are not met. The purchase price for each purchase of Term Loan to be purchased Loans shall be paid by Offeror the Purchaser directly to the respective assigning Lender on a settlement date as determined by the Auction Manager in consultation with Offeror the Purchaser (which shall be no later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Purchaser shall execute each applicable Borrower Assignment and Acceptance Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe 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 Offerorthe Purchaser, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective affiliates Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Purchaser, the Loan Credit Parties, or any of their affiliates 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 Offeror the Purchaser to initiate any Auction. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners L.P., as Auction Manager ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: [ ] Fax No.: [ ] Email: [ ]@▇▇.▇▇▇ Re: Loan Auction Ladies and Gentlemen: Reference is made to that certain AMENDED AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of April 13, 2012 (as it may be further amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among AUDATEX NORTH AMERICA, INC., a Delaware corporation, SOLERA NEDERLAND HOLDING B.V., a company organized under the laws of The Netherlands, AUDATEX HOLDINGS IV B.V., a company organized under the laws of The Netherlands, AUDATEX HOLDINGS, LLC, a Delaware limited liability company (“Holdings”) and certain Subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time, ▇▇▇▇▇▇▇ SACHS CREDIT PARTNERS L.P., as Administrative Agent and Collateral Agent and JPMORGAN SECURITIES LLC, as Lead Arranger, Syndication Agent and Documentation Agent. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. [Name of Borrower] (the “Purchaser”) hereby gives notice to the Lenders that it desires to conduct the following Auction: • Auction Amount: $[ ] in principal amount of Term Loans1 • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Term Loans. The Purchaser acknowledges that this Auction Notice may not be withdrawn other than in accordance with the Auction Procedures. The Auction shall be consummated in accordance with the Auction Procedures with all Return Bids due no later than 1:00 p.m. (New York time) on [ ].

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrower may withdraw an Auction only in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction ManagerManager or (ii) the Borrower has failed to meet a condition set forth in Section 2.17 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by Offeror the Borrower required by the terms and conditions of Section 11.2 2.17 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Borrower to the respective assigning Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and bindingbinding so long as such determination is not inconsistent with the terms of Section 2.17 of the Credit Agreement or this Schedule XII. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 2.17 of the Credit Agreement or this Schedule XII. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the Loan Credit Parties, or any of their affiliates (whether contained in the Offer Documents 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 Exhibit Schedule XII shall not require Offeror the Borrower to initiate any Auction. Deutsche Bank Trust Company Americas, as Administrative Agent for the Lenders party to the Credit Agreement referred to below ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: [__________] Ladies and Gentlemen: The undersigned, Town Sports International, LLC (the “Borrower”), refers to the Credit Agreement, dated as of May [__], 2011 (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among Town Sports International Holdings, Inc., the Borrower, the lenders from time to time party thereto (the “Lenders”), and you, as Administrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.03[(a)][(b)(i)] of the Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.03[(a)][(b)(i)] of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is ___________.1 (ii) The Loans to be made pursuant to the Proposed Borrowing shall consist of [Initial Term Loans] [Incremental Term Loans]2 [Revolving Loans] [Swingline Loans]. 1 Shall be a Business Day at least one Business Day in the case of Base Rate Loans (or same day in the case of Swingline Loans) and at least three Business Days in the case of Eurodollar Loans, in each case, after the date hereof, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York time) (or 1:00 p.m. (New York time) in the case of Swingline Loans) on such day. 2 For Incremental Term Loans, designate the Tranche. (iii) The aggregate principal amount of the Proposed Borrowing is $___________.

Additional Procedures. Once initiated by an Auction Notice, Offeror Holdings or the applicable Subsidiary may withdraw an Auction only 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 Term Lender of a Return Bid, such Term Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Term Lender. However, an Auction may become void if the conditions to the purchase of Term Loans or New Term Loans by Offeror Holdings or the applicable Subsidiary required by the terms and conditions of Section 11.2 10.6(g)(iii) of the Credit Agreement are not met. The purchase price for in respect of each Term Loan to be purchased Auction shall be paid by Offeror Holdings or the applicable Subsidiary directly to the respective assigning Term Lender on a settlement date as determined by the Auction Manager in consultation with Offeror Holdings or the applicable Subsidiary (which shall be no later than ten (10) 3 Business Days or such longer period as may be agreed after the date Return Bids are due).4 Offeror due). Holdings or the applicable Subsidiary shall execute each applicable Affiliate Assignment and Acceptance Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans or New Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with OfferorHoldings or the applicable Subsidiary, which determination will be final and binding. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with OfferorHoldings or the applicable Subsidiary, 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 OfferorHoldings or any of its Subsidiaries, the each other Loan PartiesParty, 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 J shall not require Offeror Holdings or any of its Subsidiaries to initiate any Auction.. Barclays Bank PLC, as Administrative Agent for the Term Lenders party to the Credit Agreement referred to below Attention: Ladies and Gentlemen: The undersigned refers to the Credit Agreement, dated as of December 7, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Wesco Aircraft Holdings, Inc. (“Holdings”), Wesco Aircraft Hardware Corp., as the Borrower, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as lenders, Barclays Bank PLC, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and Documentation Agent, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Barclays Bank PLC, as Joint Lead Arrangers, and the other agents and financial institutions party thereto. Terms defined in the Credit Agreement are used herein as defined therein. The undersigned hereby requests a Term Loan borrowing under the Credit Agreement (the “Proposed Borrowing”), as follows:

Additional Procedures. Once initiated by an Auction Notice, Offeror the applicable Purchasing Company Party may withdraw an Auction Purchase Offer only in the event that, as of such time, if no Qualifying Bid has been received by the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender Manager at the time of a Return Bid, such Lender will not have any withdrawal rightswithdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled canceled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of set forth in Section 11.2 2.24 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by such Purchasing Company Party is required in accordance with the foregoing provisions shall be paid directly by Offeror directly such Purchasing Company Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Company Party and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The applicable Purchasing Company Party shall execute each applicable Affiliated Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with Offerorthe applicable Purchasing Company Party, which and their determination will be final and binding. binding so long as such determination is not inconsistent with the terms of Section 2.24 of the Credit Agreement or this Exhibit J. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe applicable Purchasing Company Party, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.24 of the Credit Agreement or this Exhibit J. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective affiliates Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe applicable Purchasing Company Party, the Loan Parties, or any of their affiliates Affiliates (whether contained in the Offer Documents 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 Exhibit J shall not require Offeror any Purchasing Company Party to initiate any AuctionAuction Purchase Offers. Reference is made to the Credit Agreement, dated as of December 20, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Diplomat Pharmacy, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Credit Agreement. Pursuant to Section 4.01(c) of the Credit Agreement, the undersigned officer of [ ] (the “Company”) certifies, in the name and on behalf of the Company, and not individually, that: 1. Attached hereto as Exhibit A is a true and correct copy of the [Certificate of Formation] / [Certificate of Organization] / [Articles of Incorporation] of the Company as in effect on and as of the date hereof. 2. Attached hereto as Exhibit B is a true and correct copy of the [By-Laws] / [Operating Agreement] of the Company as in effect on and as of the date hereof. 3. Attached hereto as Exhibit C is a true and complete copy of the resolutions duly adopted by the [board of directors] / [members] of the Company on [ ], authorizing the actions contemplated by the Loan Documents to be taken by the Company pursuant to the Loan Documents. 4. Attached hereto as Exhibit D is a good standing certificate, dated [ ], for the Company from the Secretary of State in the State in which the Company is [incorporated] / [organized]. 5. Each individual set forth below is duly qualified and acting as an elected or appointed officer, or an authorized representative, of the Company, and is authorized to sign the Loan Documents and all other agreements, documents and instruments relating thereto on behalf of the Company. The signature written below opposite the name of such officer is his or her genuine signature. [ ] [ ] [ ] [ ]

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrower may withdraw an Auction only in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction ManagerManager or (ii) the Borrower has failed to meet a condition set forth in Section 2.17 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by Offeror the Borrower required by the terms and conditions of Section 11.2 2.17 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Borrower to the respective assigning Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and bindingbinding so long as such determination is not inconsistent with the terms of Section 2.17 of the Credit Agreement or this Schedule XII. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 2.17 of the Credit Agreement or this Schedule XII. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the Loan Credit Parties, or any of their affiliates (whether contained in the Offer Documents 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 Exhibit Schedule XII shall not require Offeror the Borrower to initiate any Auction. Deutsche Bank AG New York Branch, as Administrative Agent for the Lenders party to the Credit Agreement referred to below ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ladies and Gentlemen: The undersigned, Town Sports International, LLC (the “Borrower”), refers to the Credit Agreement, dated as of November 15, 2013 (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among TSI Holdings II, LLC, the Borrower, the lenders from time to time party thereto (the “Lenders”), and you, as Administrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.03[(a)][(b)(i)] of the Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.03[(a)][(b)(i)] of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is .1 (ii) The Loans to be made pursuant to the Proposed Borrowing shall consist of [Initial Term Loans] [Incremental Term Loans]2 [Revolving Loans] [Swingline Loans]. (iii) The aggregate principal amount of the Proposed Borrowing is $ . 1 Shall be a Business Day at least one Business Day in the case of Base Rate Loans (or same day in the case of Swingline Loans) and at least three Business Days in the case of Eurodollar Loans, in each case, after the date hereof, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York time) (or 1:00 p.m. (New York time) in the case of Swingline Loans) on such day. 2 For Incremental Term Loans, designate the Tranche. (iv) The Loans to be made pursuant to the Proposed Borrowing shall be initially maintained as [Base Rate Loans] [Eurodollar Loans]. (v) The initial Interest Period for the Proposed Borrowing is [one month] [three months] [six months] [, to the extent agreed to by all Lenders with Commitments and/or Loans under the relevant Tranche, twelve months] and, if such Interest Period is unavailable, [specify alternative desired].]3 The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing: (A) the representations and warranties contained in the Credit Agreement and in the other Credit Documents are and will be true and correct in all material respects, before and after giving effect to the Proposed Borrowing and to the application of the proceeds thereof, as though made on such date (it being understood and agreed that any representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (or all respects, as the case may be) 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 or from the application of the proceeds thereof (but, for this purpose, giving effect to the last sentence of Section 10.07 of the Credit Agreement to the extent applicable). Very truly yours, TOWN SPORTS INTERNATIONAL, LLC By: Name: Title: 3 To be included for a Proposed Borrowing of Eurodollar Loans. Deutsche Bank Trust Company Americas, as Administrative Agent for the Lenders party to the Credit Agreement referred to below ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ladies and Gentlemen: The undersigned, Town Sports International, LLC (the “Borrower”), refers to the Credit Agreement, dated as of November 15, 2013 (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among TSI Holdings II, LLC, the Borrower, the lenders from time to time party thereto (the “Lenders”), and you, as Administrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section [2.06][2.09] of the Credit Agreement, that the undersigned hereby requests to [convert] [continue] the Borrowing of [Initial Term Loans] [Incremental Term Loans]1 [Revolving Loans] referred to below, and in that connection sets forth below the information relating to such [conversion] [continuation] (the “Proposed [Conversion] [Continuation]”) as required by Section [2.06][2.09] of the Credit Agreement: (i) The Proposed [Conversion] [Continuation] relates to the Borrowing of [Initial Term Loans] [Incremental Term Loans] [Revolving Loans]originally made on , 20 (the “Outstanding Borrowing”) in the principal amount of $ and currently maintained as a Borrowing of [Base Rate Loans] [Eurodollar Loans with an Interest Period ending on , ]. (ii) The Business Day of the Proposed [Conversion] [Continuation] is .2 (iii) The Outstanding Borrowing shall be [continued as a Borrowing of Eurodollar Loans with an Interest Period of ] [converted into a Borrowing of [Base Rate Loans] [Eurodollar Loans with an Interest Period of ]].3 1 For Incremental Term Loans, designate the Tranche. 2 Shall be a Business Day at least three Business Days (or one Business Day in the case of a conversion into Base Rate Loans) after the date hereof, provided that such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York time) on such day. 3 If either (x) only a portion of the Outstanding Borrowing is to be so converted or continued or (y) the Outstanding Borrowing is to be divided into separate Borrowings with different Interest Periods, the Borrower should make appropriate modifications to this clause to reflect same. Very truly yours, TOWN SPORTS INTERNATIONAL, LLC By: Name: Title: $ New York, New York FOR VALUE RECEIVED, TOWN SPORTS INTERNATIONAL, LLC, a New York limited liability company (the “Borrower”), hereby promises to pay to [ ] or its registered assigns (the “Lender”), in lawful money of the United States of America in immediately available funds, at the Payment Office (as defined in the Agreement referred to below) initially located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ on the Initial Term Loan Maturity Date (as defined in the Agreement) the principal sum of DOLLARS ($ ) or, if less, the unpaid principal amount of all Initial Term Loans (as defined in the Agreement) made by the Lender pursuant to the Agreement, payable at such times and in such amounts as are specified in the Agreement. The Borrower also promises to pay interest on the unpaid principal amount of each Initial Term Loan made by the Lender in like money at said office from the date hereof until paid at the rates and at the times provided in Section 2.08 of the Agreement. This Note is one of the Initial Term Notes referred to in the Credit Agreement, dated as of November 15, 2013, among TSI Holdings II, LLC, the Borrower, the lenders from time to time party thereto (including the Lender) and Deutsche Bank AG New York Branch, as Administrative Agent (as amended, restated, modified and/or supplemented from time to time, the “Agreement”), and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Agreement). This Note is secured by the Security Documents (as defined in the Agreement) and is entitled to the benefits of the Guaranties (as defined in the Agreement). As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the Initial Term Loan Maturity Date, in whole or in part, and Initial Term Loans may be converted from one Type (as defined in the Agreement) into another Type to the extent provided in the Agreement. In case an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may become or be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. TOWN SPORTS INTERNATIONAL, LLC By: Name: Title: $ New York, New York FOR VALUE RECEIVED, TOWN SPORTS INTERNATIONAL, LLC, a New York limited liability company (the “Borrower”), hereby promises to pay to [ ] or its registered assigns (the “Lender”), in lawful money of the United States of America in immediately available funds, at the Payment Office (as defined in the Agreement referred to below) initially located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ on the Revolving Loan Maturity Date (as defined in the Agreement) the principal sum of DOLLARS ($ ) or, if less, the unpaid principal amount of all Revolving Loans (as defined in the Agreement) made by the Lender pursuant to the Agreement, payable at such times and in such amounts as are specified in the Agreement. The Borrower also promises to pay interest on the unpaid principal amount of each Revolving Loan made by the Lender in like money at said office from the date hereof until paid at the rates and at the times provided in Section 2.08 of the Agreement. This Note is one of the Revolving Notes referred to in the Credit Agreement, dated as of November 15, 2013, among TSI Holdings II, LLC, the Borrower, the lenders from time to time party thereto (including the Lender), and the Administrative Agent (as amended, restated, modified and/or supplemented from time to time, the “Agreement”), and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Agreement). This Note is secured by the Security Documents (as defined in the Agreement) and is entitled to the benefits of the Guaranties (as defined in the Agreement). As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the Revolving Loan Maturity Date, in whole or in part, and Revolving Loans may be converted from one Type (as defined in the Agreement) into another Type to the extent provided in the Agreement. In case an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may become or be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. TOWN SPORTS INTERNATIONAL, LLC By: Name: Title: $5,000,000 New York, New York [Date] FOR VALUE RECEIVED, TOWN SPORTS INTERNATIONAL, LLC, a New York limited liability company (the “Borrower”), hereby promises to pay to DEUTSCHE BANK AG NEW YORK BRANCH or its registered assigns (the “Lender”), in lawful money of the United States of America in immediately available funds, at the Payment Office (as defined in the Agreement referred to below) initially located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ on the Swingline Expiry Date (as defined in the Agreement) the principal sum of FIVE MILLION DOLLARS ($5,000,000) or, if less, the unpaid principal amount of all Swingline Loans (as defined in the Agreement) made by the Lender pursuant to the Agreement, payable at such times and in such amounts as are specified in the Agreement. The Borrower also promises to pay interest on the unpaid principal amount of each Swingline Loan made by the Lender in like money at said office from the date hereof until paid at the rates and at the times provided in Section 2.08 of the Agreement. This Note is the Swingline Note referred to in the Credit Agreement, dated as of November 15, 2013, among TSI Holdings II, LLC, the Borrower, the lenders from time to time party thereto (including the Lender), and the Administrative Agent (as amended, restated, modified and/or supplemented from time to time, the “Agreement”), and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Agreement). This Note is secured by the Security Documents (as defined in the Agreement) and is entitled to the benefits of the Guaranties (as defined in the Agreement). As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the Swingline Expiry Date, in whole or in part. In case an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may become or be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. TOWN SPORTS INTERNATIONAL, LLC By: Name: Title: $ New York, New York FOR VALUE RECEIVED, TOWN SPORTS INTERNATIONAL, LLC, a New York limited liability company (the “Borrower”), hereby promises to pay to [ ] or its registered assigns (the “Lender”), in lawful money of the United States of America in immediately available funds, at the Payment Office (as defined in the Agreement referred to below) initially located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ on [Insert the applicable Incremental Term Loan Maturity Date] (the “Incremental Term Loan Maturity Date”) the principal sum of DOLLARS ($ ) or, if less, the unpaid principal amount of all [Insert the applicable description of the respective Tranche of Incremental Term Loans] (as defined in the Agreement) made by the Lender pursuant to the Agreement, payable at such times and in such amounts as are specified in the Agreement. The Borrower also promises to pay interest on the unpaid principal amount of each [Incremental Term Loan] made by the Lender in like money at said office from the date hereof until paid at the rates and at the times provided in Section 2.08 of the Agreement. This Note is

Additional Procedures. Once initiated by an Auction Notice, Offeror the Purchasing Borrower may withdraw an Auction a Purchase Offer only in the event that, as of such time, if no Qualifying Bid has been received by the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender Manager at the time of a Return Bid, such Lender will not have any withdrawal rightswithdrawal. 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 a Purchase Offer may become void if the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of set forth in Section 11.2 2.24 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Purchasing Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Purchasing Borrower to the respective assigning Lender on a settlement date as determined jointly by the Purchasing Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Purchasing Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction a Purchase Offer will be determined by the Auction Manager, in consultation with Offerorthe Purchasing Borrower, which and their determination will be final and binding. binding so long as such determination is not inconsistent with the terms of Section 2.24 of the Credit Agreement or this Exhibit G. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Purchasing Borrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.24 of the Credit Agreement or this Exhibit G. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective affiliates its Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrowers, the Loan Parties, or any of their affiliates Affiliates (whether contained in the Offer Documents 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 Exhibit G shall not require Offeror the Borrowers to initiate any AuctionPurchase Offer. FOR VALUE RECEIVED, the undersigned, QUAD/GRAPHICS, INC., a Wisconsin corporation (the “U.S. Borrower”), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of [LENDER] (the “Lender”) the aggregate unpaid principal amount of all [U.S.] [Canadian] Tranche Revolving Loans made by the Lender to the U.S. Borrower pursuant to the Credit Agreement (as defined below) on the Revolving Loan Maturity Date or on such earlier date as may be required by the terms of the Credit Agreement. Capitalized terms used herein and not otherwise defined herein are as defined in the Credit Agreement. The undersigned U.S. Borrower promises to pay interest on the unpaid principal amount of each [U.S.] [Canadian] Tranche Revolving Loan made to it from the date of such [U.S.] [Canadian] Tranche Revolving Loan until such principal amount is paid in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due and payable at such times and on such dates as set forth in the Credit Agreement. At the time of each [U.S.] [Canadian] Tranche Revolving Loan, and upon each payment or prepayment of principal of each [U.S.] [Canadian] Tranche Revolving Loan, the Lender shall make a notation either on the schedule attached hereto and made a part hereof, or in such Lender’s own books and records, in each case specifying the amount of such Revolving Loan, the respective Interest Period thereof (in the case of Eurodollar Borrowing) or the amount of principal paid or prepaid with respect to such [U.S.] [Canadian] Tranche Revolving Loan, as applicable; provided that the failure of the Lender to make any such recordation or notation shall not affect the Secured Obligations of the undersigned U.S. Borrower hereunder or under the Credit Agreement. This Note is one of the promissory notes referred to in, and is entitled to the benefits of, that certain Credit Agreement dated as of April 23, 2010 by and among the U.S. Borrower, [7345933 Canada Inc.][World Color Press Inc.], the financial institutions from time to time parties thereto as Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement, among other things, (i) provides for the making of [U.S.] [Canadian] Tranche Revolving Loans by the Lender to the undersigned U.S. Borrower from time to time not to exceed an amount at any time outstanding of such Lender’s [U.S.][Canadian] Tranche Revolving Commitment, the indebtedness of the undersigned U.S. Borrower resulting from each such Revolving Loan to it being evidenced by this Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof prior to the maturity hereof upon the terms and conditions therein specified. This Note is secured by the Collateral Documents. Reference is hereby made to the Collateral Documents for a description of the collateral thereby mortgaged, warranted, bargained, sold, released, conveyed, assigned, transferred, pledged and hypothecated, the nature and extent of the security for this Note, the rights of the holder of this Note, the rights of the Agents in respect of such security and otherwise. Demand, presentment, protest and notice of nonpayment and protest is hereby waived by the U.S. Borrower. Whenever in this Note reference is made to Agents, the Lender or the U.S. Borrower, such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Note shall be binding upon and shall inure to the benefit of said successors and assigns. The U.S. Borrower’s successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession of or for the U.S. Borrower. This Note shall be construed in accordance with and governed by the laws of the State of New York. QUAD/GRAPHICS, INC. By: Name: Title: FOR VALUE RECEIVED, the undersigned, [7345933 CANADA INC.][WORLD COLOR PRESS INC.], a Canadian corporation (the “Canadian Borrower”), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of [LENDER] (the “Lender”) the aggregate unpaid principal amount of all Canadian Tranche Revolving Loans made by the Lender to the Canadian Borrower pursuant to the Credit Agreement (as defined below) on the Revolving Loan Maturity Date or on such earlier date as may be required by the terms of the Credit Agreement. Capitalized terms used herein and not otherwise defined herein are as defined in the Credit Agreement. The undersigned Canadian Borrower promise to pay interest on the unpaid principal amount of each Canadian Tranche Revolving Loan made to it from the date of such Canadian Tranche Revolving Loan until such principal amount is paid in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due and payable at such times and on such dates as set forth in the Credit Agreement. At the time of each Canadian Tranche Revolving Loan, and upon each payment or prepayment of principal of each Canadian Tranche Revolving Loan, the Lender shall make a notation either on the schedule attached hereto and made a part hereof, or in such Lender’s own books and records, in each case specifying the amount of such Canadian Tranche Revolving Loan, the respective Interest Period thereof (in the case of Eurodollar Borrowing or BA Rate Borrowing) or the amount of principal paid or prepaid with respect to such Canadian Tranche Revolving Loan, as applicable; provided that the failure of the Lender to make any such recordation or notation shall not affect the Secured Obligations of the undersigned Canadian Borrower hereunder or under the Credit Agreement. This Note is one of the promissory notes referred to in, and is entitled to the benefits of, that certain Credit Agreement dated as of April 23, 2010 by and among Quad/Graphics, Inc., the Canadian Borrower, the financial institutions from time to time parties thereto as Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent. (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement, among other things, (i) provides for the making of Canadian Tranche Revolving Loans by the Lender to the undersigned Canadian Borrower from time to time not to exceed an amount at any time outstanding of such Lender’s Canadian Tranche Revolving Commitment, the indebtedness of the undersigned Canadian Borrower resulting from each such Revolving Loan to it being evidenced by this Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof prior to the maturity hereof upon the terms and conditions therein specified. This Note is secured by the Collateral Documents. Reference is hereby made to the Collateral Documents for a description of the collateral thereby mortgaged, warranted, bargained, sold, released, conveyed, assigned, transferred, pledged and hypothecated, the nature and extent of the security for this Note, the rights of the holder of this Note, the rights of the Agents in respect of such security and otherwise. Demand, presentment, protest and notice of nonpayment and protest is hereby waived by the Canadian Borrower. Whenever in this Note reference is made to Agents, the Lender or the Canadian Borrower, such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Note shall be binding upon and shall inure to the benefit of said successors and

Additional Procedures. Once initiated by an Auction Notice, the Offeror may withdraw an Auction only in by written notice to the event that, Auction Manager no later than 24 hours before the original Expiration Time so long as of such time, no Qualifying Bid has Bids have been received by the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, Manager at or prior to the time the Auction Manager receives such Lender will not have any withdrawal rightswritten notice from the Borrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by cancelled; provided that a LenderLender 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, an Auction may shall become void if the Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of set forth in Section 11.2 10.04(k) or 10.04(m) of the Credit Agreement are not metAgreement, as applicable, or to otherwise comply with any of the provisions of such Sections 10.04(k) or 10.04(m). The purchase price for each all Term Loan to be Loans purchased in an Auction shall be paid in cash by the Offeror directly to the respective assigning Lender on a settlement date as determined by the Auction Manager in consultation with the Offeror (which shall be no later than ten (10) 3 Business Days after the date Return Bids are due).4 due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with the Offeror, which 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 the Offeror, 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 Offerorthe Borrower, the Loan Parties, or any of their affiliates (whether contained in the Offer Documents or otherwise) otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Immediately upon the consummation of an Auction pursuant to Section 10.04(m) of the Credit Agreement, the Term Loans subject to such Auction and all rights and obligations as a Lender related to such Term Loans shall for all purposes (including under the Credit Agreement, the other Loan Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect, and neither Holdings nor the Borrower shall obtain nor have any rights as a Lender under the Credit Agreement or under the other Loan Documents by virtue of the acquisition of any Term Loans subject to such Auction. The Auction Manager acting in its capacity as such under an Auction shall be entitled to the benefits of the provisions of Article 9 and Section 10.05 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 requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction. This Exhibit J shall not require Offeror Holdings, the Borrower or any Affiliated Lender to initiate any Auction, nor shall any Lender be obligated to participate in any Auction. Jefferies Finance LLC, as Administrative Agent for the Lenders referred to below ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Surgery Center Holdings, Inc. Account Manager Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Re: Surgery Center Holdings, Inc. Ladies and Gentlemen: Pursuant to Section 2.10 of that certain Second Lien Credit Agreement, dated as of November 3, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SP HOLDCO I, INC., a Delaware corporation (“Holdings”), SURGERY CENTER HOLDINGS, INC., a Delaware corporation (the “Borrower”), the other Guarantors party thereto from time to time, the Lenders party thereto from time to time and JEFFERIES FINANCE LLC, as Administrative Agent and as Collateral Agent, the Borrower hereby gives the Administrative Agent notice that the Borrower hereby requests:

Additional Procedures. Once initiated by an Auction Notice, Offeror may withdraw an Auction only in the event that, as of such time, no Qualifying Bid has been received by the Auction Manager. FurthermoreBorrower must, in connection accordance with Section 2.12(g)(iii) of the Credit Agreement, terminate any Auction, upon submission by a Lender Auction Prepayment Offer if it reasonably believes that it will fail to satisfy one or more of a Return Bid, the conditions set forth in Section 2.12(g)(ii) of the Credit Agreement which are required to be met at the time which otherwise would have been the time of prepayment of Term Loans pursuant to such Lender will not have any withdrawal rightsAuction Prepayment Offer. 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 Prepayment Offer may become void if the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of prepayment set forth in Section 11.2 2.12 of the Credit Agreement are not met. The Borrower shall pay the aggregate purchase price in respect of all Qualifying Bids for each Term Loan to be purchased shall be paid which prepayment by Offeror directly the Borrower is required in accordance with the foregoing provisions to the respective assigning Lender Administrative Agent for the account of the applicable Lenders not later than 2:00 p.m. on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror shall execute each applicable Assignment and Acceptance received in connection with a Qualifying Biddue). All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Prepayment Offer will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and binding. binding so long as such determination is not inconsistent with the terms of Section 2.12(g) of the Credit Agreement or this Exhibit C. The Auction Manager’s interpretation of the terms and conditions of the Offer DocumentAuction Notice, in consultation with Offerorthe Borrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.12(g) of the Credit Agreement or this Exhibit C. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective affiliates Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the Loan Parties, or any of their affiliates Affiliates (whether contained in the Offer Documents an Auction Notice 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 C shall not require Offeror the Borrower to initiate any AuctionAuction Prepayment Offer. To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of April 17, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among EVERTEC Intermediate Holdings, LLC (formerly known as Carib Holdings, LLC), a Puerto Rican limited liability company (“Holdings”), EVERTEC Group, LLC (formerly known as EVERTEC, LLC), a Puerto Rican limited liability company (the “Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender. The undersigned hereby requests (select one): ¨ A Borrowing of [Revolving Facility][Term A][Term B] Loans ¨ A conversion or continuation of [Revolving Facility][Term A][Term B] Loans 1. On (a Business Day). 2. In the amount of $ 3. Comprised of [Type of Loan requested (ABR or Eurocurency)] 4. For Eurocurrency Loans: with an Interest Period of months. [The Revolving Facility Borrowing requested herein complies with Section 2.01(c) of the Credit Agreement.]15 15 Include this sentence in the case of a Revolving Facility Borrowing. The Borrower hereby represents and warrants that the conditions specified in Sections 4.01(a), (b) and (c) shall be satisfied on and as of the date of the applicable Credit Event. EVERTEC GROUP, LLC By: Name: Title: To: JPMorgan Chase Bank, N.A., as Swing Line Lender JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of April 17, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among EVERTEC Intermediate Holdings, LLC (formerly known as Carib Holdings, LLC), a Puerto Rican limited liability company (“Holdings”), EVERTEC Group, LLC (formerly known as EVERTEC, LLC), a Puerto Rican limited liability company (the “Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender. The undersigned hereby requests a Swing Line Loan: 1. On (a Business Day). 2. In the amount of $ .

Additional Procedures. Once initiated by an Auction Notice, Offeror the Purchaser may withdraw an Auction only 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 Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender, provided that a 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, an Auction may become void if the conditions to the purchase of Term Loans by Offeror the Purchaser required by the terms and conditions of Section 11.2 10.6(i) of the Credit Agreement are not met. The purchase price for each purchase of Term Loan to be purchased Loans shall be paid by Offeror the Purchaser directly to the respective assigning Lender on a settlement date as determined by the Auction Manager in consultation with Offeror the Purchaser (which shall be no later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Purchaser shall execute each applicable Affiliate Assignment and Acceptance Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Purchaser, which determination will be final and binding. , absent manifest error, so long as such determination is not inconsistent with the applicable terms of the Credit Agreement or this Exhibit J. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with Offerorthe Purchaser, will be final and binding. , absent manifest error, so long as such determination is not inconsistent with the applicable terms of the Credit Agreement or this Exhibit J. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective affiliates Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Purchaser, the Loan Credit Parties, or any of their affiliates 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 J shall not require Offeror the Purchaser to initiate any Auction. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, as Auction Manager ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Re: Loan Auction Ladies and Gentlemen: Reference is made to that certain Credit and Guaranty Agreement, dated as of February 8, 2012 (as amended prior to March 19, 2013, as amended and restated pursuant to that certain Second Amendment to Credit and Guaranty Agreement, dated as of March 19, 2013, and as otherwise amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), by and among Tronox Pigments (Netherlands) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and having its registered office address at ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇, (▇▇▇▇▇▇), ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, registered with the trade register of the chamber of commerce in Amsterdam, The Netherlands under number 34132341 (“Borrower”), Tronox Limited (ACN 153 348 111), an Australian public limited company incorporated in the Commonwealth of Australia (“Holdings”), certain Subsidiaries of Holdings, as guarantors, the lenders party thereto from time to time (the “Lenders”), ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, as administrative agent and collateral agent, ▇▇▇▇▇▇▇ Sachs Bank USA, UBS Securities LLC, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as joint lead arrangers, joint bookrunners and co-syndication agents, and the other agents named therein. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. [insert relevant Credit Party that is purchasing Term Loans] (the “Purchaser”) hereby gives notice to the Lenders that it desires to conduct the following Auction: • Auction Amount: $[ ] in principal amount of Term Loans1 • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Term Loans. The Purchaser acknowledges that this Auction Notice may not be withdrawn other than in accordance with the Auction Procedures. The Auction shall be consummated in accordance with the Auction Procedures with all Return Bids due no later than 1:00 p.m. (New York time) on [ ]. The Purchaser hereby represents and warrants as of the date hereof that (i) it is not in possession of any information regarding Holdings, Borrower or its Subsidiaries, or their assets, Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Affiliate Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to [the Auction Manager], Administrative Agent and the Non-Public Lenders, (ii) no Event of Default has occurred and is continuing or would result from such repurchase, (iii) Borrower will not use the proceeds of any Revolving Loans or any proceeds under any Alternative Facility to acquire such Term Loans and (iv) Excess Availability shall equal or exceed $50,000,000 both before and after giving effect to the consummation of the purchases contemplated hereby. Very truly yours, 1 Modify, as appropriate, to: “$[ ] maximum cash value to be paid for all tendered Term Loans” [INSERT RELEVANT CREDIT PARTY THAT IS PURCHASING TERM LOANS] By: Name: Title: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, as Auction Manager ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Ladies and Gentlemen: Reference is made to that certain Credit and Guaranty Agreement, dated as of February 8, 2012 (as amended prior to March 19, 2013, as amended and restated pursuant to that certain Second Amendment to Credit and Guaranty Agreement, dated as of March 19, 2013, and as otherwise amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), by and among Tronox Pigments (Netherlands) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and having its registered office address at ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇, (▇▇▇▇▇▇), ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, registered with the trade register of the chamber of commerce in Amsterdam, The Netherlands under number 34132341 (“Borrower”), Tronox Limited (ACN 153 348 111), an Australian public limited company incorporated in the Commonwealth of Australia (“Holdings”), certain Subsidiaries of Holdings, as guarantors, the lenders party thereto from time to time (the “Lenders”), ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, as administrative agent and collateral agent, ▇▇▇▇▇▇▇ Sachs Bank USA, UBS Securities LLC, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as joint lead arrangers, joint bookrunners and co-syndication agents, and the other agents named therein. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. The undersigned Lender hereby gives notice of its participation in the Auction by submitting the following Return Bid1: Reply Price (price per $1,000) Reply Amount (principal amount of Term Loans) US$ US$ US$ US$ US$ US$ The undersigned Lender acknowledges that the submission of this Return Bid along with an executed Affiliate Assignment Agreement, to be held in escrow by the Auction Manager, obligates the Lender to sell the entirety or its pro rata portion of the Reply Amount in accordance with the Auction Procedures, as applicable. Very truly yours, [Name of Lender] By: Name: Title: 1 Lender may submit up to three component bids but need not submit more than one. The sum of Lender’s bid(s) may not exceed the aggregate principal face amount of Term Loans held by it as lender of record on the date of submission of its Return Bid. This Affiliate Assignment and Assumption Agreement (this “Assignment”) is dated as of the Affiliate Assignment Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [NAME OF HOLDINGS, BORROWER OR RELEVANT SUBSIDIARY/AFFILIATED LENDER] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Affiliate Assignment Effective Date [in the case of an Auction: inserted by the Auction Manager as contemplated in the Auction Procedures], (i) all of the Assignor’s rights and obligations in its capacity as 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 the Assignor’s outstanding rights and obligations under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrower may withdraw an a Dutch Auction only in by written notice to the event that, Auction Manager no later than 24 hours before the original Expiration Time so long as of such time, no Qualifying Bid has Bids have been received by the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, Manager at or prior to the time the Auction Manager receives such Lender will not have any withdrawal rightswritten notice from the Borrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by cancelled; provided that a LenderLender 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, an a Dutch Auction may shall become void if the Borrower fails to satisfy one or more of the conditions to the purchase of Term Loans by Offeror required by set forth in, or to otherwise comply with the terms and conditions provisions of Section 11.2 10.6(k) of the Credit Term Loan Agreement are not metto which this Exhibit I is attached. The purchase price for each all Term Loan to be Loans purchased in a Dutch Auction shall be paid in cash by Offeror the Borrower directly to the respective assigning Lender on a settlement date as determined by the Auction Manager in consultation with Offeror the Borrower (which shall be no later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The 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 an a Dutch Auction will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and the Auction Manager’s determination will be final and bindingconclusive, absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with OfferorBorrower, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective affiliates Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the Loan Parties, Credit Parties or any of their affiliates (whether Affiliates contained in the Offer Documents or otherwise) otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Section 9 and Sections 11.1 and 11.2 of the Term Loan Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit 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 Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Exhibit I shall not require Offeror the Borrower or any Credit Party to initiate any Dutch Auction, nor shall any Lender be obligated to participate in any Dutch Auction. REV GROUP, INC. [ADDRESS] Re: Incremental Commitments Ladies and Gentlemen: Reference is made to the Term Loan and Guaranty Agreement, dated as of April 25, 2017 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among REV GROUP, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER party thereto from time to time, as Guarantor Subsidiaries, the Lenders party thereto from time to time, and ALLY BANK (“Ally”), as Sole Lead Arranger and Sole Book Running Manager, and Ally as Administrative Agent and Collateral Agent.

Additional Procedures. Once initiated by an Auction Notice, the Offeror may withdraw an a Dutch Auction only in by written notice to the event that, Auction Manager so long as of such time, no Qualifying Bid has Bids have been received by the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by cancelled; provided that a LenderLender 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, an a Dutch Auction may shall become void if the Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of set forth in Section 11.2 9.04(e) of the Credit Agreement are not metAgreement, as applicable, or to otherwise comply with any of the provisions of such Section 9.04(e). The purchase price for each all Term Loan to be Loans purchased in a Dutch Auction shall be paid in cash by the Offeror directly to the respective assigning Lender on a settlement date as determined by the Auction Manager in consultation with the Offeror (which shall be no later than ten (10) 3 Business Days after the final date Return Bids are due).4 due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an a Dutch Auction will be determined by the Auction Manager, in consultation with Manager and the Offeror, which and their determination will be final and bindingconclusive, absent manifest error. The Auction Manager’s and the Offeror’s interpretation of the terms and conditions of the Offer Document, in consultation with Offeror, Document 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 Offerorthe Borrower, the Loan Parties, Subsidiaries or any of their affiliates (whether Affiliates contained in the Offer Documents or otherwise) otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Article VIII and Section 8.05 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 requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Exhibit Schedule 1.01C shall not require Offeror the Borrower or any Restricted Subsidiary to initiate any Dutch Auction, nor shall any Lender be obligated to participate in any Dutch Auction.

Additional Procedures. Once initiated by After an Auction NoticeNotice received from the Borrower has been distributed to the Lenders by the Agent, Offeror the Borrower may withdraw an Auction only in the event that, (a) as of such time, no Qualifying Bid has been received by the Auction ManagerAgent, or (b) Borrower has failed to meet a condition set forth in § 2.12(a) of the Secured Term Loan Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager Agent 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 Offeror the Borrower required by the terms and conditions of Section 11.2 § 2.12 of the Credit Secured Term Loan Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Borrower to the respective assigning Lender on a settlement date as determined jointly by the Auction Manager in consultation with Offeror Borrower and the Agent (which shall be no not later than ten three (103) 3 Business Days after the date Return Bids are due).4 Offeror shall execute each applicable Assignment and Acceptance received in connection with a Qualifying Biddue). 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 ManagerAgent, in consultation with Offerorthe Borrower, which and their determination will be final and bindingbinding so long as such determination is not inconsistent with the terms of §2.12 of the Secured Term Loan Agreement or this Schedule 2.12. The Auction ManagerAgent’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of §2.12 of the Secured Term Loan Agreement or this Schedule 2.12. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the Loan Partiesany of its Subsidiaries, or any of their affiliates (whether contained in the Offer Documents 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 Exhibit Schedule 2.12 shall not require Offeror the Borrower to initiate any Auction.. Trust First Potomac Realty Common stock shares listed on New York Stock Exchange 7.75% Series A Cumulative Redeemable Perpetual Preferred Shares N/A First Potomac Realty Investment Limited Partnership First Potomac Realty Trust - aggregate general partnership and limited partnership interests in excess of 95%; other limited partners None None FP Airpark AB, LLC FPR Holdings Limited Partnership -100% limited liability company interest None None FP Chesterfield ABEF, LLC FPR Holdings Limited Partnership -100% limited liability company interest None None FP Chesterfield CDGH, LLC FPR Holdings Limited Partnership -100% limited liability company interest None None FP Gateway Center, LLC First Potomac Realty Investment Limited Partnership -100% limited liability company interest None None FP Hanover C, LLC FPR Holdings Limited Partnership None None FP Hanover D, LLC FPR Holdings Limited Partnership None None FP Prosperity, LLC First Potomac Realty Investment Limited Partnership -100% limited liability company interest None None ▇▇▇▇▇ ▇▇▇▇ Business Center, LLC First Potomac Realty Investment Limited Partnership -100% limited liability company interest None None ▇▇▇▇▇▇▇ First LLC First ▇▇▇▇▇▇▇ LLC -100% limited liability company interest None None FPR Holdings Limited Partnership FPR General Partner, LLC, 1% general partnership interest; First Potomac Realty Investment Limited Partnership, 99% limited partnership interest None None Newington Terminal LLC First Potomac Realty Investment Limited Partnership -100% limited liability company interest None None ▇▇▇▇▇▇▇▇ Way Investments LLC First Potomac Realty Investment Limited Partnership -100% limited liability company interest None None Columbia Holding Associates LLC ▇▇▇▇▇▇/▇▇▇▇▇▇▇ Investment LLC -100% limited liability company interest None None First ▇▇▇▇▇▇▇ LLC Columbia Holding Associates LLC -100% limited liability company interest None None Greenbrier/Norfolk Holding LLC First Potomac Realty Investment Limited Partnership -100% limited liability company interest None None Greenbrier/Norfolk Investment LLC Greenbrier/Norfolk Holding LLC -100% limited liability company interest None None ▇▇▇▇▇▇/▇▇▇▇▇▇▇ Holding LLC First Potomac Realty Investment Limited Partnership -100% limited liability company interest None None ▇▇▇▇▇▇/▇▇▇▇▇▇▇ Investment LLC ▇▇▇▇▇▇/▇▇▇▇▇▇▇ Holding LLC -100% limited liability company interest None None Crossways Associates LLC ▇▇▇▇▇▇▇▇ Way Investments, LLC — 100% limited liability company interest None None Gateway Manassas I, LLC First Potomac Realty Investment Limited Partnership -100% limited liability company interest None None Linden I LLC First Potomac Realty Investment Limited Partnership -99% limited liability company interest; Linden I Manager, LLC - 1% limited liability company interest None None ▇▇ ▇▇▇▇, LLC First Potomac Realty Investment Limited Partnership -99% limited liability company interest; ▇▇ ▇▇▇▇ Manager, LLC — 1% limited liability company interest. None None Newington Terminal Associates LLC Newington Terminal, LLC -100% limited liability company interest None None Landover ▇▇▇▇▇▇ ▇▇▇▇▇, LLC First Potomac Realty Investment Limited Partnership -100% limited liability company interest None None Plaza 500, LLC First Potomac Realty Investment Limited Partnership -100% limited liability company interest None None Norfolk First LLC Greenbrier Holdings Associates LLC -100% limited liability company interest None None

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrower may withdraw an Auction a Purchase Offer only in the event that, as of such time, if no Qualifying Bid has been received by the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender Manager at the time of a Return Bid, such Lender will not have any withdrawal rightswithdrawal. 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 a Purchase Offer may become void if the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of set forth in Section 11.2 2.23 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Borrower to the respective assigning Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans or Other Term Loans that are the subject of an Auction a Purchase Offer will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and binding. binding so long as such determination is not inconsistent with the terms of Section 2.23 of the Credit Agreement or this Exhibit B. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.23 of the Credit Agreement or this Exhibit B. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective affiliates its Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the Loan Parties, or any of their affiliates Affiliates (whether contained in the Offer Documents 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 Exhibit B shall not require Offeror the Borrower to initiate any AuctionPurchase Offer.

Additional Procedures. Once initiated by an Auction Notice, Offeror may withdraw an Auction only in the event that, as of such time, no Qualifying Bid has been received by the Auction Manager. FurthermoreBorrower must, in connection accordance with Section 2.12(g)(iii) of the Credit Agreement, terminate any Auction, upon submission by a Lender Auction Prepayment Offer if it reasonably believes that it will fail to satisfy one or more of a Return Bid, the conditions set forth in Section 2.12(g)(ii) of the Credit Agreement which are required to be met at the time which otherwise would have been the time of prepayment of Term Loans pursuant to such Lender will not have any withdrawal rightsAuction Prepayment Offer. 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 Prepayment Offer may become void if the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of prepayment set forth in Section 11.2 2.12 of the Credit Agreement are not met. The Borrower shall pay the aggregate purchase price in respect of all Qualifying Bids for each Term Loan to be purchased shall be paid which prepayment by Offeror directly the Borrower is required in accordance with the foregoing provisions to the respective assigning Lender Administrative Agent for the account of the applicable Lenders not later than 2:00 p.m. on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror shall execute each applicable Assignment and Acceptance received in connection with a Qualifying Biddue). All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Prepayment Offer will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and bindingbinding so long as such determination is not inconsistent with the terms of Section 2.12(g) of the Credit Agreement or this Exhibit C, as determined by the Auction Manager in good faith. The Auction Manager’s interpretation of the terms and conditions of the Offer DocumentAuction Notice, in consultation with Offerorthe Borrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 2.12(g) of the Credit Agreement or this Exhibit C, as determined by the Auction Manager in good faith. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective affiliates Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offeror, the Loan Parties, Parent or any of their affiliates its Affiliates (whether contained in the Offer Documents an Auction Notice 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 C shall not require Offeror the Borrower to initiate any AuctionAuction Prepayment Offer. Date: ___________, _____ To: Truist Bank, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of December 1, 2022 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among EVERTEC, Inc., a Puerto Rican corporation (“Parent”), EVERTEC Group, LLC, a Puerto Rican limited liability company (the “Borrower”), the Lenders and L/C Issuers party thereto from time to time, and Truist Bank, as Administrative Agent, Collateral Agent, Swingline Lender and an L/C Issuer. The undersigned hereby requests (select one): ☐ A Borrowing of [Revolving Facility][Term A][Term B] Loans ☐ A conversion or continuation of [Revolving Facility][Term A][Term B] Loans 1. On ________________________________ (a Business Day). 2. In the amount of [$]___________________ 3. Comprised of_______________________________________ [Type of Loan requested (ABR Loan, SOFR Loan or Alternative Currency Loan)] [4. With an Interest Period of ___ months.]16

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrower may withdraw an Auction only in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction ManagerManager or (ii) the Borrower has failed to meet a condition set forth in Section 2.25 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans of any applicable Class by Offeror the Borrower required by the terms and conditions of Section 11.2 2.25 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Borrower to the respective assigning Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans of each applicable Class that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and binding. binding so long as such determination is not inconsistent with the terms of Section 2.25 of the Credit Agreement or this Exhibit F. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.25 of the Credit Agreement or this Exhibit F. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the Loan Parties, or any of their affiliates (whether contained in the Offer Documents 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 Exhibit F shall not require Offeror the Borrower to initiate any Auction. $[ ] FOR VALUE RECEIVED, [BORROWER] hereby promises to pay to [LENDER] or its registered assigns (the “Lender”), in lawful money of the United States of America in immediately available funds, to the Administrative Agent’s payment office initially located at 901 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the [Term][Revolving] Facility Maturity Date (as defined in the Agreement) the principal sum of [ ] DOLLARS ($[ ]) or, if less, the unpaid principal amount of all Term Loans (as defined in the Agreement) made by the Lender pursuant to the Agreement, payable at such times and in such amounts as are specified in the Agreement. The Borrower also promises to pay interest on the unpaid principal amount of each [Term] [Revolving Facility] Loan made by the Lender in like money at said office from the date hereof until paid at the rates and at the times provided in Section 2.13 of the Agreement. This Note is one of the Notes referred to in Section 2.09(e) of the Credit Agreement, dated as of June 19, 2017, among CenturyLink Escrow, LLC, a Delaware limited liability company, to be merged with and into CenturyLink, Inc., a Louisiana corporation, as Borrower, the lenders from time to time party thereto (including the Lender), the issuing banks from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent and Swingline Lender (as amended, restated, modified and/or supplemented from time to time, the “Agreement”) and is entitled to the benefits thereof and of the other Loan Documents (as defined in the Agreement). This Note is secured in accordance with the Security Documents (as defined in the Agreement) and is entitled to the benefits of the Guarantees (as defined in the Agreement) provided by the Guarantors pursuant to the Loan Documents (as each such term is defined in the Agreement). As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the [Term] [Revolving] Facility Maturity Date, in whole or in part, and [Term] [Revolving Facility] Loans may be converted from one Type (as defined in the Agreement) into another Type to the extent provided in the Agreement. In case an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. Reference is hereby made to (i) that certain Collateral Agreement dated as of [ ], 2017 (the “Collateral Agreement”), among the Guarantors party thereto (collectively, the “Guarantors”) and Bank of America, N.A., as the collateral agent (in such capacity, the “Collateral Agent”) and (ii) that certain Credit Agreement dated as of June 19, 2017 (the “Credit Agreement”) among CenturyLink Escrow, LLC, as borrower, certain other parties thereto and Bank of America, N.A., as Administrative Agent, Collateral Agent and Swingline Lender. Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement.

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrower may withdraw an Auction only in the event that, as of such time, no Qualifying Bid has been received by the Auction Manager. Furthermore, in connection with any AuctionAuction with respect to a particular tranche of Term B Loans, upon submission by a Term B Lender of a Return Bid, such Term B Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Term B Lender. However, an Auction may become void if the conditions to the purchase prepayment of Term B Loans of the applicable tranche by Offeror the Borrower required by the terms and conditions of Section 11.2 2.18 of the Credit Agreement are not met. The purchase price prepayment amount in respect of each Qualifying Bid for each Term Loan to be purchased which prepayment by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Borrower to the respective assigning Term B Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror shall execute each applicable Assignment and Acceptance received in connection with a Qualifying BidExpiration Date). All questions as to the form of documents and validity and eligibility of Term B Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and binding. binding so long as such determination is not inconsistent with the terms of Section 2.18 of the Credit Agreement or this Exhibit H. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.18 of the Credit Agreement or this Exhibit H. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the other Loan Parties, or any of their affiliates Affiliates (whether contained in the Offer Documents 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 Exhibit H shall not require Offeror the Borrower to initiate any Auction, nor shall any Term B Lender be obligated to participate in any Auction. None of the Administrative Agent, the Auction Manager, the Arrangers or any of their respective Related Parties makes any recommendation as to whether or not any Term B Lender should participate in any Auction or as to any Reply Price or Reply Amount. Each Term B Lender shall make its own independent decision as to whether to participate in any Auction and, if so, the principal amount and proposed price to be included in its Reply Bid. Each Term B Lender should consult its own attorneys, business advisors and tax advisors as to legal, business, tax and related matters concerning any proposed Auction. 67428907_5 *** Confidential material redacted and filed separately with the Securities and Exchange Commission. On Assignment, Inc. Delaware Secretary of State De ▇▇▇▇ ▇▇▇▇▇▇ Financial Services, Inc. 2008 4201180Filed: 12-9-08 Amendment:2008 4334197Filed: 12-31-08 Continuation:20133860328Filed: 9-23-13 Computer equipment Oxford Global Resources, LLC(f/k/a Oxford Global Resources, Inc.) Delaware Secretary of State U.S. Bank Equipment Finance 2012 1015736Filed: 3-15-12 Equipment CyberCoders, Inc. California Secretary of State ▇▇▇▇▇▇ Business Bank 13-7373460852Filed: 8-12-13 Leased equipment – Invoice #237200-ADV (dated 7/25/2013) As of the Closing Date, filings for precautionary purposes made with respect to true leases of personal property originally between Apex Systems, Inc. and each of Branch Banking and Trust Company, Capital One, N.A., ▇▇▇▇ Technologies Leasing LLC, CSC Leasing Company, Essex Bank, EVB (Hanover Bank), First Capital, GreatAmerica Leasing Company, Middleburg Bank, Paragon Commercial Bank, Premier Bank, Inc., Provident Bank, Sona Bank, StellarOne Bank, Stellar One Bank, SunTrust Bank, Union First Market Bank, Virginia Commonwealth Bank and Xenith Bank. None. 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[***] ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Los Angeles County [***] [***] Oxford Global Resources, LLC [***] ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Cuyahoga County [***] [***] Oxford Global Resources, LLC [***] ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇, CA 94538 Alameda County [***] [***] Oxford Global Resources, LLC [***] ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇ King County [***] [***] Oxford Global Resources, LLC [***] ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Allegheny County [***] [***] Oxford Global Resources, LLC [***] ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Palm Beach County [***] [***] Oxford Global Resources, LLC [***] ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Suffolk County [***] [***] Oxford Global Resources, LLC [***] ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Dane County [***] [***] Oxford Global Resources, LLC [***] ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇. Chandler, AZ 85226 Maricopa County [***] [***] Oxford Global Resources, LLC [***] ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Hartford County [***] [***] Oxford Global Resources, LLC [***] ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Essex County [***] [***] Oxford Global Resources, LLC [***] ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Road, Suite 810 Schaumburg, IL 60173 ▇▇▇▇ County [***] [***] Oxford Global Resources, LLC [***] ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, #206C, 206N, 206L Beverly, MA 01915 Essex County [***] [***] Oxford Global Resources, LLC [***] ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Tarrant County [***] [***] Oxford Global Resources, LLC [***] ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Middlesex County [***] [***] Oxford Global Resources, LLC [***] ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ [***] [***] Oxford Global Resources, LLC [***] ▇▇▇ ▇. ▇▇▇▇▇▇▇ St., Suite 3010 Chicago, IL 60604 ▇▇▇▇ County [***] [***] Oxford Global Resources, LLC [***] ▇▇ ▇▇▇▇▇▇▇▇ ▇▇., Suite 709 & 710 Providence, RI 02903 Providence County [***] [***] Lab Support UK Limited [***] Omnia One, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [***] [***] Lab Support UK Limited [***] ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [***] [***] On Assignment Lab Support BV [***] Graadt van ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ [***] [***] Lab Support UK Limited [***] Royal ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [***] [***] Oxford Global Resources, LLC [***] ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ [***] [***] Lab Support Belgium N.V. 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[***] ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ [***] [***] Valesta NV [***] Business ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ [***] [***] Valesta NV [***] ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 1435 Mont-Saint-Guibert, Belgium [***] [***] Lab Support NV [***] Urmonderbaan 22 | 6167 RD Geleen | ▇.▇. ▇▇▇ ▇▇ | 6160 MD Geleen | The Netherlands [***] [***] Oxford Global Resources, LLC [***] Zug City Centre, 2nd floor suite 214, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇ ▇▇▇▇, Suite 200 Glen Allen, VA 23060 Henrico County [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Glen Allen, VA 23060 Henrico County [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇▇▇▇ ▇▇. Suite 200 Glen Allen, VA 23060 Henrico County [***] [***] Apex Systems, LLC [***] ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Alexandria City County [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Fairfax County [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Boulevard, Suite 302 Raleigh, NC 27607 Wake County [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ County [***] [***] Apex Systems, LLC [***] ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Dekalb County [***] [***] Apex Systems, LLC [***] ▇▇ ▇. ▇▇▇▇▇▇ Drive, Suite 1310 Chicago, IL 60606 ▇▇▇▇ County [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ County [***] [***] Apex Systems, LLC [***] ▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ San Mateo County [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Drive, Suite 175 Charlotte, NC 28208 Mecklenburg County [***] [***] Apex Systems, LLC [***] ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ King County [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Denver County [***] [***] Apex Systems, LLC [***] ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Dallas County [***] [***] Apex Systems, LLC [***] ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Saint Louis County [***] [***] Apex Systems, LLC [***] 7 New England ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Middlesex County [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Hillsborough County [***] [***] Apex Systems, LLC [***] ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Plymouth Meeting, PA 19462 ▇▇▇▇▇▇▇▇▇▇ County [***] [***] Apex Systems, LLC [***] ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ County [***] [***] Apex Systems, LLC [***] ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Essex County [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Orange County [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Suite 450 San Diego, CA 92108 San Diego County [***] [***] Apex Systems, LLC [***] ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Maricopa County [***] [***] Apex Systems, LLC [***] ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ New York County [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Boulevard, Suite 330 Fort Lauderdale, FL 33315 Broward County [***] [***] Apex Systems, LLC [***] ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ Road, Suite 551 Portland, OR 97223 Washington County [***] [***] Apex Systems, LLC [***] ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ Road, Suite 220 Portland, OR 97223 Washington County [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Los Angeles County [***] [***] Apex Systems, LLC [***] ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Waukesha County [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ County [***] [***] Apex Systems, LLC [***] ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Guilford County [***] [***] Apex Systems, LLC [***] Westech Building 360 8911 Capital ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ County [***] [***] Apex Systems, LLC [***] ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Franklin County [***] [***] Apex Systems, LLC [***] ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Orange County [***] [***] Apex Systems, LLC [***] Lakeview Ridge II ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Davidson County [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Hennepin County [***] [***] Apex Systems, LLC [***] ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Hartford County [***] [***] Apex Systems, LLC [***] ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Tarrant County [***] [***] Apex Systems, LLC [***] ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Chesapeake City County [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Santa ▇▇▇▇▇ County [***] [***] Apex Systems, LLC [***] Corporate ▇▇▇▇▇ 27 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ City County [***] [***] Apex Systems, LLC [***] ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Jefferson County [***] [***] Apex Systems, LLC [***] ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Roanoke City County [***] [***] Apex Systems, LLC [***] ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Suffolk County [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Madison County [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Polk County [***] [***] Apex Systems, LLC [***] ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Bexar County [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Dane County [***] [***] Apex Systems, LLC [***] ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Greenville County [***] [***] Apex Systems, LLC [***] ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ El Paso County [***] [***

Additional Procedures. Once initiated by an Auction Notice, the Offeror may only withdraw an a Dutch Auction only in by written notice to the event that, Auction Manager so long as of such time, no Qualifying Bid has Bids have been received by the Auction Manager. Furthermore, in connection with any Dutch Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lendercancelled. However, an a Dutch Auction may shall become void if the Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of set forth in Section 11.2 9.04(e) of the Credit Agreement are not metAgreement, as applicable, or to otherwise comply with any of the provisions of such Section 9.04(e). The purchase price for each all Term Loan to be Loans purchased in a Dutch Auction shall be paid in cash by the Offeror directly to the respective assigning Lender on a settlement date as determined by the Auction Manager in consultation with the Offeror (which shall be no later than ten (10) 3 Business Days after the final date Return Bids are due).4 due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an a Dutch Auction will be determined by the Auction Manager, Manager in consultation with the Offeror, which and their determination will be final and bindingconclusive, absent manifest error. The Auction Manager’s interpretation interpretation, in consultation with the Offeror of the terms and conditions of the Offer Document, in consultation with Offeror, Document 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 Offerorthe Borrower, the Loan Parties, Subsidiaries or any of their affiliates (whether Affiliates contained in the Offer Documents or otherwise) otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the benefits of the provisions of Article VIII 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 requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Exhibit Schedule 1.01 shall not require Offeror the Borrower or any Subsidiary to initiate any Dutch Auction, nor shall any Lender be obligated to participate in any Dutch Auction.

Additional Procedures. Once initiated by an Auction Notice, Offeror the applicable Borrower may withdraw an Auction only in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction ManagerManager or (ii) the applicable Borrower has failed to meet a condition set forth in Section 2.20 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans of any applicable Class by Offeror the applicable Borrower required by the terms and conditions of Section 11.2 2.20 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the applicable Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the applicable Borrower to the respective assigning Lender on a settlement date as determined jointly by the applicable Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The applicable Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans of each applicable Class that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe applicable Borrower, which and their determination will be final and binding. binding so long as such determination is not inconsistent with the terms of Section 2.20 of the Credit Agreement or this Exhibit B. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe applicable Borrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.20 of the Credit Agreement or this Exhibit B. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe applicable Borrower, the Loan Parties, or any of their affiliates (whether contained in the Offer Documents 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 Exhibit B shall not require Offeror the applicable Borrower to initiate any Auction. This Solvency Certificate (this “Certificate”) is furnished to the Administrative Agent and the Lenders pursuant to Section 4.02(l) of that certain Credit Agreement, dated as of June 17, 2014, among HORIZON PHARMA, INC., a Delaware corporation (“Horizon”), the LENDERS from time to time party thereto and CITIBANK, N.A., as Administrative Agent and Collateral Agent, and from and after the Closing Date, VIDARA THERAPEUTICS INTERNATIONAL LTD., LUTEUS CAPITAL LIMITED, HORIZON PHARMA FINANCE S.À ▇.▇., a société à responsabilité limitée (private limited liability company) incorporated under the laws of Luxembourg, having its registered office at ▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and registered with the Luxembourg Register of Commerce and Companies under number B 186.460, and ▇▇▇▇▇▇▇▇ HOLDINGS (USA), INC. (the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Credit Agreement. I, [ ], [authorized signatory] of Horizon (after giving effect to the Transactions), in that capacity only and not in my individual capacity (and without personal liability), DO HEREBY CERTIFY on behalf of Horizon that as of the date hereof, immediately after the consummation of the Transactions and immediately following the making of each Loan and after giving effect to the application of the proceeds of such Loans: 1. The fair value of the property and assets of Irish Holdco and its Subsidiaries, on a consolidated basis, exceeds their consolidated debts and liabilities, subordinated, contingent or otherwise. 2. The present fair saleable value of the property and assets of Irish Holdco and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured. 3. Irish Holdco and its Subsidiaries, on a consolidated basis, have not incurred any debts and liabilities, subordinated, contingent or otherwise, that they do not believe they will be able to pay as such debts and liabilities become absolute and matured. 4. Irish Holdco its Subsidiaries, on a consolidated basis, do not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Closing Date. 5. In reaching the conclusions set forth in this Certificate, the undersigned has (i) reviewed the Credit Agreement, (ii) reviewed the financial statements (including the pro forma financial statements) referred to in Section 4.02(p) of the Credit Agreement (the “Financial Statements”) and (iii) made such other investigations and inquiries as the undersigned deems appropriate. The undersigned is familiar with the financial performance and business of Irish Holdco and its Subsidiaries. 6. Luxco is not subject to bankruptcy (faillite), voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), suspension of payments (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (actio pauliana), general settlement with creditors, reorganization or similar legal provisions affecting the rights of creditors generally in Luxembourg or abroad, or any analogous procedure in any jurisdiction, nor subject to any proceedings under the Council Regulation 1346/2000/EC of 29 May 2000 on insolvency proceedings. 7. No corporate action, legal proceedings or other procedure or step has been taken by Luxco nor has been notified to it in relation to bankruptcy (faillite), voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), suspension of payments (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (actio pauliana), general settlement with creditors, reorganization or similar legal provisions affecting the rights of creditors generally in Luxembourg or abroad, or any analogous procedure in any jurisdiction, nor subject to any proceedings under the Council Regulation 1346/2000/EC of 29 May 2000 on insolvency proceedings.

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrower may withdraw an Auction a Purchase Offer only in the event that, as of such time, if no Qualifying Bid has been received by the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender Manager at the time of a Return Bid, such Lender will not have any withdrawal rightswithdrawal. 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 a Purchase Offer may become void if the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of set forth in Section 11.2 10.06(h) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Borrower to the respective assigning Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Initial Loans or New Loans that are the subject of an Auction a Purchase Offer will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and binding. binding so long as such determination is not inconsistent with the terms of Section 10.06(h) of the Credit Agreement or this Exhibit N. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 10.06(h) of the Credit Agreement or this Exhibit N. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective affiliates Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the Loan Parties, or any of their affiliates respective Affiliates (whether contained in the Offer Documents 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 Exhibit N shall not require Offeror the Borrower to initiate any AuctionPurchase Offer. I, [ ], the [Financial Officer]1 of Toys “R” Us-Delaware, Inc. (in such capacity and not in my individual capacity), hereby certify that, with respect to that certain Credit Agreement dated as of July 19, 2006, as amended and restated as of August , 2010 (as it may be amended, modified, extended or restated from time to time, the “Credit Agreement”; all of the defined terms in the Credit Agreement are incorporated herein by reference) among Toys “R” Us-Delaware, Inc., a Delaware corporation, as borrower (the “Borrower”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent, and the other agents and other parties thereto that, pursuant to and in accordance with Section 6.01(g) of the Credit Agreement: Attached hereto as Schedule 1 are detailed calculations2 demonstrating Borrower’s Total Leverage Ratio as of the last day of the fiscal quarter for which internal financial statements are available immediately preceding the date of such calculation. Attached hereto as Exhibit A is a report setting forth a description of each event, condition or circumstance during the last fiscal quarter covered by this Leverage Certificate requiring a mandatory prepayment under Section 2.03 of the Credit Agreement. This Leverage Certificate is hereby delivered concurrently with such financial statements as are referred to in Section 6.01[(a)]3[(b)] 4 of the Credit Agreement. 1 Fill in one of the following: Chief Financial Officer, Chief Executive Officer, Chief Financial Officer, Treasurer or Controller. 2 To accompany annual and quarterly financial statements only. Such calculations shall be in reasonable detail satisfactory to the Administrative Agent. 3 In the case of annual financial statements. 4 In the case of quarterly financial statements. Dated this [ ] day of [ ], 20[ ]. [ ] By: Name: Title: [Financial Officer] Total Leverage Ratio: Consolidated Indebtedness (other than the Propco Subsidiaries) to Consolidated EBITDA (other than the Propco Subsidiaries) Consolidated Indebtedness equal to the sum of the following (without duplication): all obligations of such Person for borrowed money (including any obligations which are without recourse to the credit of such Person); provided that all such obligations and liabilities which are limited in recourse to such property shall be included in Indebtedness only to the extent of the lesser of the fair market value of such property and the then outstanding amount of such Indebtedness;5 all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; all direct or contingent obligations of such Person arising under letters of credit as an account party (including standby and commercial) but only to the extent of any unreimbursed drawings under any such letter of credit; Capital Lease Obligations; provided that all such obligations and liabilities which are limited in recourse to such property shall be included in Indebtedness only to the extent of the lesser of the fair market value of such property and the then outstanding amount of such Indebtedness; Adjust the amount of Consolidated Indebtedness pro forma for any incurrence or repayment of Indebtedness (other than Indebtedness incurred, repaid or redeemed under any revolving credit facilities subsequent to the end of the period for which the Total Leverage Ratio is being calculated and on or prior to the event for which the calculation of the Total Leverage Ratio is made as if the incurrence, repayment or redemption has occurred on the last day of the applicable period. 5 The amount of Indebtedness under revolving credit facilities shall be based on the average of the month-end balance of such Indebtedness for the prior twelve-month period. Consolidated EBITDA equal to the sum of the following (with duplication): Consolidated Net Income (but not including the Propco Subsidiaries) , plus the following: provision for taxes based on income or profits or capital gains, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period to the extent the same was deducted (and not added back) in computing Consolidated Net Income; Fixed Charges of such Person for such period (including (x) net losses on Hedge Agreements or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; any other non-cash charges, including any write-offs or write-downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; the amount of management, monitoring, consulting, and advisory fees, and related expenses paid in such period pursuant to the Management Agreement; any costs or expense incurred by the such Person or a Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of such Person or net cash proceeds of an issuance of Equity Interests of such Person (other than Disqualified Stock) solely to the extent such net cash proceeds are excluded from the calculation of the “Available Amount”; , minus the following: non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for, a potential cash item that reduced EBITDA in any prior period; , plus or minus the following (as applicable, and without duplication): any net gain or loss resulting in such period from Hedge Agreements and the application of Statement of Financial Accounting Standards No. 133; plus or minus, as applicable, any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk) Consolidated EBITDA for the four quarter period ended [ ], 20[ ]: $ Consolidated Indebtedness to Consolidated EBITDA: [ ]:1.00 AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of August , 2010, by and among: Toys “R” Us-Delaware, Inc., a Delaware corporation (the “Borrower”); the other Grantors identified on the signature pages hereto (each such Person, individually, a “Grantor; (the Borrower and each Guarantor are hereinafter referred to individually as a “Grantor” and the Borrower and the other Grantors are hereinafter referred to collectively as the “Grantors”); and BANK OF AMERICA, N.A., having a place of business at One Independence Center, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Charlotte, North Carolina 28255, as administrative agent for its own benefit and the benefit of the other Secured Parties (in such capacity, the “Administrative Agent”).

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrower may withdraw an Auction only in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction ManagerManager or (ii) the Borrower has failed to meet a condition set forth in Section 1.12 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by Offeror the Borrower required by the terms and conditions of Section 11.2 1.12 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Borrower to the respective assigning Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and bindingbinding so long as such determination is not inconsistent with the terms of Section 1.12 of the Credit Agreement or this Schedule 1.12. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 1.12 of the Credit Agreement or this Schedule 1.12. None of the Administrative Agent, the Auction Manager, any Arranger, any other Agent Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the other Loan Parties, or any of their affiliates (whether contained in the Offer Documents 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 Exhibit Schedule 1.12 shall not require Offeror the Borrower to initiate any Auction.. Title IV Plans: GSE Lining Technology, LLC Group Health Insurance Multiemployer Plans: None. All material Benefit Plans: Gundle/SLT Environmental, Inc. 401(k) Plan None. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Land and Buildings ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Land and Buildings ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Land and Buildings ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Land and Buildings ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇, Germany Land and Buildings ▇▇. ▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Land and Buildings ▇▇▇/▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇ The 4th Industrial Zone The 6th of October City, Egypt Land and Buildings Leased Real Estate: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Houston, TX 77293

Additional Procedures. Once initiated by an Auction Notice, Offeror may withdraw an Auction only 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 Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by Offeror the Purchaser required by the terms and conditions of Section 11.2 9.04(k) of the Credit Agreement are not met. The purchase price for each Term Loan to be purchased purchase of Loans shall be paid by Offeror the Purchaser [directly to the respective assigning Lender Lender] [to [the Auction Manager] [a paying agent selected by the Purchaser] on behalf of the respective assigning Lender] on a settlement date as determined by the Auction Manager in consultation with Offeror the Purchaser (which shall be no later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Purchaser 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 will be determined by the Auction Manager, in consultation with Offerorthe 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 Offerorthe Purchaser, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective affiliates Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Purchaser, the Loan Credit Parties, or any of their affiliates Affiliates (whether contained in the Offer Auction 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 Q shall not require Offeror the Purchaser to initiate any Auction. [Borrower Letterhead] [ ], as Auction Manager Attention: [ ] Fax No.: [ ] Email: [ ]@▇▇.▇▇▇ Re: Loan Auction Ladies and Gentlemen: Reference is made to that certain Term Loan Credit Agreement, dated as of March 21, 2013 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among SUPERVALU INC., a Delaware corporation (“Borrower”), the Guarantors party thereto, the Lenders party thereto from time to time (the “Lenders”), ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, as Administrative Agent and Collateral Agent, and the other agents named therein. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. SUPERVALU INC. (the “Purchaser”) hereby gives notice to the Lenders that it desires to conduct the following Auction: · Auction Amount: $[ ] in principal amount of Loans34 · Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Loans. The Purchaser acknowledges that this Auction Notice may not be withdrawn other than in accordance with the Auction Procedures. The Auction shall be consummated in accordance with the Auction Procedures with all Return Bids due no later than [1:00] p.m. (New York time) on [ ]. The Purchaser hereby represents and warrants that no Default or Event of Default has occurred and is continuing or would result from such repurchase and Borrower will not use the proceeds of any loans under the ABL Facility to acquire such Loans.

Additional Procedures. Once initiated by an Auction Notice, the Offeror may withdraw an a Dutch Auction only in by written notice to the event that, Auction Manager so long as of such time, no Qualifying Bid has Bids have been received by the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, Manager at or prior to the time the Auction Manager receives such Lender will not have any withdrawal rightswritten notice from the Offeror. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, withdrawn, revoked, terminated or cancelled by cancelled; provided that a LenderLender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price or increase the Return Amount included in such Return Bid. However, an a Dutch Auction may shall become void if the Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of set forth in Section 11.2 9.04(g) of the Credit Agreement are not metAgreement. The purchase price for each Term Loan to be all Loans purchased in a Dutch Auction shall be paid by the Offeror directly to the respective assigning Lender on a the settlement date as determined by set forth in the Auction Manager applicable offer Documents, along with accrued and unpaid interest (if any and to the extent specified in consultation with Offeror (which shall be no later than ten (10the Offer Documents) 3 Business Days after on the date Return Bids are due).4 applicable Loans up to the settlement date. The Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an a Dutch Auction will be determined by the Auction Manager, in consultation with the Offeror, which 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 the Offeror, will be final and binding. None of the Administrative Agent, the Collateral Agent, the Auction Manager, any other Agent Manager or any of their respective affiliates Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offeror, the Loan Parties, Parent Borrower or any of their affiliates (whether its Affiliates contained in the Offer Documents or otherwise) otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Immediately upon the consummation of a Dutch Auction pursuant to Section 9.04(g) of the Credit Agreement, the Loans purchased by the Offeror subject to such Dutch Auction and all rights and obligations as a Lender related to such 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 Offeror shall not obtain nor have any rights as a Lender under the Credit Agreement or under the other Loan Documents by virtue of the acquisition of any Loans subject to such Dutch Auction; provided that, notwithstanding such prepayment, termination, extinguishment and cancellation, the purchase of the Loans by the Offeror pursuant to Section 9.04(g) of the Credit Agreement shall not be subject to the terms of Section 2.09 of the Credit Agreement. This Exhibit K shall not require any Offeror to initiate any Dutch Auction, nor shall any Lender be obligated to participate in any Dutch Auction.

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrower may withdraw an Auction only in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction ManagerManager or (ii) the Borrower has failed to meet a condition set forth in Section 2.21 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by Offeror the Borrower required by the terms and conditions of Section 11.2 2.21 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Borrower to the respective assigning Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 10 Business Days after the date Return Bids are due).4 Offeror due). The Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and bindingbinding so long as such determination is not inconsistent with the terms of Section 2.21 of the Credit Agreement or this Schedule 2.21. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of Section 2.21 of the Credit Agreement or this Schedule 2.21. None of the Administrative Agent, the Auction Manager, any Joint Lead Arranger, any other Agent Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the other Loan Parties, or any of their affiliates (whether contained in the Offer Documents 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 Exhibit Schedule 2.21 shall not require Offeror the Borrower to initiate any Auction. This ASSIGNMENT, dated as of the Effective Date, is entered into between each Assignor and each Assignee (each as defined below). The parties hereto hereby agree as follows: Borrower: Alere Inc., a Delaware corporation (the “Borrower”) Administrative Agent: General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders and L/C Issuers (in such capacity and together with its successors and permitted assigns, the “Administrative Agent”) Credit Agreement: Credit Agreement, dated as of June 30, 2011, among the Borrower, the Lenders and L/C Issuers party thereto and the Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definition are used as defined in the Credit Agreement) [Trade Date: _________, ____] Effective Date: _________, ____ “Assignors”) “Assignees”) Facility Assigned1 for all Lenders2 Assigned3 Assigned4 [Name of Assignor] [Name of Assignee] [Affiliate][Approved Fund] of [Name of Lender] $____________ $____________ _.______% [Name of Assignor] [Name of Assignee] [Affiliate][Approved Fund] of [Name of Lender] $____________ $____________ _.______% [Name of Assignor] [Name of Assignee] [Affiliate][Approved Fund] of [Name of Lender] $____________ $____________ _.______% 1 Fill in the appropriate defined term for the Tranche of Loans and/or Commitments under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment”, “A Term Loans”, etc). 2 In the case of the Revolving Credit Commitment, including Revolving Loans and interests, participations and obligations to participate in Letters of Credit and Swing Loans. 3 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. The aggregate amounts are inserted for informational purposes only to help in calculating the percentages assigned which, themselves, are for informational purposes only. 4 Set forth, to at least 9 decimals, the Assigned Interest as a percentage of the aggregate Commitment or Loans in the respective Facility. This percentage is set forth for informational purposes only and is not intended to be binding. The assignments are based on the amounts assigned not on the percentages listed in this column.

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrower may withdraw an Auction only in by prior written notice to the event that, as of such time, no Qualifying Bid has been received by the Auction ManagerAdministrative Agent. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a LenderLender unless otherwise agreed by the Borrower. However, an Auction may become void if the conditions to the purchase of Term Loans by Offeror any Borrower Party required by the terms and conditions of Section 11.2 2.18 of the Credit Agreement are not metmet or waived. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by any Borrower Party is required in accordance with the foregoing provisions shall be paid directly by Offeror directly such Borrower Party to the respective assigning Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror Manager. The Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying BidBid upon consummation of such purchase. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be determined by the Auction ManagerManager and the Borrower, in consultation with Offeror, which and their determination will be final and bindingbinding so long as such determination is not inconsistent with the terms of Section 2.18 of the Credit Agreement or this Schedule 2.18. The joint interpretation by the Auction Manager’s interpretation Manager and the Borrower of the terms and conditions of the Offer Document, in consultation with Offeror, offering document will be final and bindingbinding 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 Agent-Related Person or any of their respective affiliates Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the Loan Credit Parties, or any of their affiliates Affiliates (whether contained in the Offer Documents 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 Exhibit Schedule 2.18 shall not require Offeror the Borrower to initiate any Auction.. Credit Suisse CHEVRON NATURAL GAS A DIVISION OF CHEVRON USA INC GasCo 5/21/12 5/18/13 GasCo Bilateral Fuels-Gas (1 ) Credit Suisse MARITIMES & NORTHEAST PIPELINE, L.L.C. GasCo 5/21/12 5/18/13 ▇▇▇▇▇ ▇▇▇ Gas Transport-Storage (468,000 ) Credit Suisse ANR PIPELINE COMPANY GasCo 1/7/13 7/11/13 ▇▇▇▇▇ ▇▇▇ Gas Transport-Storage (540,000 ) Credit Suisse GREAT LAKES GAS TRANSMISSION LIMITED PARTNERSHIP GasCo 5/17/12 7/11/13 ▇▇▇▇▇ ▇▇▇ Gas Transport-Storage (700,000 ) Credit Suisse TRANSCANADA PIPELINES LIMITED GasCo 1/7/13 7/11/13 ▇▇▇▇▇ ▇▇▇ Gas Transport-Storage (3,280,000 ) Credit Suisse ARIZONA PUBLIC SERVICE COMPANY GasCo 6/6/12 7/27/13 GasCo LTSA-Legacy (120,086 ) Credit Suisse PEABODY COALSALES, LLC CoalCo 1/17/13 8/1/13 GasCo Fuels-Coal-Physical (8,710,000 ) Credit Suisse NATURAL GAS EXCHANGE INC. GasCo 8/2/12 8/1/13 GasCo Bilateral Fuels-Gas (1 ) Credit Suisse ISO NEW ENGLAND INC. GasCo 1/29/13 8/1/13 GasCo ISO (368,000 ) Credit Suisse TEXAS EASTERN TRANSMISSION, ▇▇ ▇▇▇▇▇ 8/2/12 8/1/13 ▇▇▇▇▇ ▇▇▇ Gas Transport-Storage (50,000 ) Credit Suisse CALIFORNIA POWER EXCHANGE CORPORATION GasCo 8/3/12 8/2/13 GasCo LTSA-Legacy (500,000 ) Credit Suisse UNION GAS LIMITED GasCo 9/12/12 9/11/13 CoalCo Nat Gas Transport-Storage (1,200,000 ) Credit Suisse AMERICAN ELECTRIC POWER SERVICE CORPORATION, AS AGENT FOR THE AEP OPERATING COMPANIES CoalCo 9/19/12 9/18/13 CoalCo Bilateral Hedge-Power (100,000 ) Credit Suisse WPPI ENERGY GasCo 1/11/12 10/8/13 CoalCo Toll (6,000,000 ) Credit Suisse EMPIRE PIPELINE, INC. GasCo 9/7/12 10/27/13 CoalCo Nat Gas Transport-Storage (3,000,000 ) Credit Suisse NEW YORK INDEPENDENT SYSTEM OPERATOR, INC. GasCo 8/16/12 10/28/13 CoalCo ISO (50,000 ) Credit Suisse SOUTHERN CALIFORNIA EDISON COMPANY GasCo 3/27/13 10/31/13 CoalCo Bilateral Hedge-Power (429,000 ) Credit Suisse Liberty Mutual Insurance Company Dynegy Inc-1 10/1/12 11/1/13 CoalCo Insurance-Surety Bonds (7,845,349 ) Credit Suisse METROPOLITAN EDISON COMPANY GasCo 4/3/13 11/1/13 CoalCo LTSA-Legacy (4,750,626 ) Credit Suisse Travelers Indemnity Dynegy Inc-1 8/7/12 11/9/13 CoalCo Insurance-Surety Bonds (4,975,000 ) Credit Suisse NATIONAL GRID GasCo 10/1/12 11/10/13 CoalCo Nat Gas Transport-Storage (2,194,653 ) Credit Suisse COMMISSIONER-NY STATE DEPT OF ENVIRONMENTAL CONSERVATION Dynegy Inc-1 1/8/13 11/17/13 CoalCo Environmental (12,097,432 ) Credit Suisse AMEREN ILLINOIS COMPANY D/B/A AMEREN ILLINOIS CoalCo 2/8/13 12/3/13 CoalCo Bilateral Hedge-Power (200,000 ) Credit Suisse COUNTY OF MONTEREY GasCo 12/4/12 12/3/13 CoalCo Environmental (594,000 ) Credit Suisse TEXAS TOWER LIMITED CoalCo 8/31/12 12/9/13 CoalCo LTSA-Legacy (1,786,000 ) Credit Suisse TEXAS TOWER LIMITED Dynegy Inc 8/31/12 12/9/13 CoalCo LTSA-Legacy (235,000 ) Credit Suisse TEXAS TOWER LIMITED GasCo 8/31/12 12/9/13 CoalCo LTSA-Legacy (2,679,000 ) Credit Suisse CALIFORNIA STATE LANDS COMMISSION GasCo 2/11/13 2/8/14 CoalCo LTSA-Legacy (5,000,000 ) Credit Suisse PACIFIC GAS AND ELECTRIC COMPANY GasCo 1/31/13 3/21/14 CoalCo Bilateral Hedge-Power (2,600,000 ) Credit Suisse CALIFORNIA DEPARTMENT OF TOXIC SUBSTANCES CONTROL GasCo 2/11/13 5/4/14 CoalCo Environmental (11,261,000 ) Credit Suisse Travelers Indemnity Dynegy Inc 3/5/13 5/24/14 CoalCo Insurance-Surety Bonds (1,000,000 ) 1. Dynegy Inc. Retirement Plan 2. Dynegy Northeast Generation, Inc. Retirement Income Plan 3. Sithe Stable Pension Account Plan 1. CASCO BAY: Casco Bay Energy Company, LLC, a Delaware limited liability company — ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ 2. ▇▇▇▇▇▇▇: Dynegy ▇▇▇▇▇▇▇ Energy, LLC, a Delaware limited liability company — ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ Grundy Counties, IL 60447 3. ▇▇▇▇ LANDING: Dynegy ▇▇▇▇ Landing, LLC, a Delaware limited liability company — ▇▇▇ ▇ & ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Landing, Monterey County, CA 95039

Additional Procedures. Once initiated by an Auction Notice, the Offeror may withdraw an Auction only in by written notice to the event that, Auction Manager no later than 24 hours before the original Expiration Time so long as of such time, no Qualifying Bid has Bids have been received by the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, Manager at or prior to the time the Auction Manager receives such Lender will not have any withdrawal rightswritten notice from the Borrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by cancelled; provided that a LenderLender 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, an Auction may shall become void if the Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of set forth in Section 11.2 10.04(k) or 10.04(m) of the Credit Agreement are not metAgreement, as applicable, or to otherwise comply with any of the provisions of such Sections 10.04(k) or 10.04(m). The purchase price for each all Term Loan to be Loans purchased in an Auction shall be paid in cash by the Offeror directly to the respective assigning Lender on a settlement date as determined by the Auction Manager in consultation with the Offeror (which shall be no later than ten (10) 3 Business Days after the date Return Bids are due).4 due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with the Offeror, which 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 the Offeror, 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 Offerorthe Borrower, the Loan Parties, or any of their affiliates (whether contained in the Offer Documents or otherwise) otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Immediately upon the consummation of an Auction pursuant to Section 10.04(m) of the Credit Agreement, the Term Loans subject to such Auction and all rights and obligations as a Lender related to such Term Loans shall for all purposes (including under the Credit Agreement, the other Loan Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect, and neither Holdings nor the Borrower shall obtain nor have any rights as a Lender under the Credit Agreement or under the other Loan Documents by virtue of the acquisition of any Term Loans subject to such Auction. The Auction Manager acting in its capacity as such under an Auction shall be entitled to the benefits of the provisions of Article 9 and Section 10.05 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 requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction. This Exhibit J shall not require Offeror Holdings, the Borrower or any Affiliated Lender to initiate any Auction, nor shall any Lender be obligated to participate in any Auction. Jefferies Finance LLC, as Issuing Bank ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Facsimile: Re: Surgery Center Holdings, Inc. Ladies and Gentlemen: Reference is made to the First Lien Credit Agreement, dated as of November 3, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SP HOLDCO I, INC., a Delaware corporation (“Holdings”), SURGERY CENTER HOLDINGS, INC., a Delaware corporation (the “Borrower”), the other Guarantors party thereto from time to time, the Lenders party thereto from time to time, JEFFERIES FINANCE LLC, as Administrative Agent and as Collateral Agent, and JEFFERIES FINANCE LLC, as the Issuing Bank. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives notice, pursuant to Section 2.17(b) of the Credit Agreement, that Borrower hereby requests the issuance of a Letter of Credit under the Credit Agreement, and in connection therewith sets forth below the information relating to such issuance (the “Proposed Issuance”):

Additional Procedures. Once initiated by an Auction Notice, Offeror the Company may withdraw an Auction only 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 Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by Offeror the Company required by the terms and conditions of Section 11.2 10.07(c)(3) of the Credit Agreement are not met. The purchase price for each purchase of Term Loan to be purchased Loans by the Company shall be paid by Offeror the Company directly to the respective assigning Lender on a settlement date as determined by the Auction Manager in consultation with Offeror the Company (which shall be no later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Company shall execute each applicable 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 will be determined by the Auction Manager, in consultation with Offerorthe Company, which determination will be final and binding. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with Offerorthe Company, 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 Offerorthe Company, the Loan Partiesany of its Subsidiaries, 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 Offeror the Company to initiate any Auction. JPMorgan Chase Bank, N.A., as Agent for the Lenders referred to below, [ADDRESS] Attention of [________________] Re: Loan Auction Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of September [ ], 2012 (as may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CNO FINANCIAL GROUP, INC., a Delaware corporation (the “Company”), the Lenders from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Agent”). Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. The Company hereby gives notice to the Lenders that it desires to conduct the following Auction: ● Auction Amount: $[_____________] in principal amount of Term Loans ● Discount Range: Not less than $[________] or greater than $[________] per $1,000 principal amount of Term Loans. The Company acknowledges that this Auction Notice may not be withdrawn other than in accordance with the Auction Procedures. The Auction shall be consummated in accordance with the Auction Procedures with all Return Bids due no later than [1:00] p.m. (New York time) on [_________]. The Company hereby represents and warrants that it is not in possession of any information regarding any Subsidiary, its assets, its 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 Company Assignment and Acceptance or participate in any of the transactions contemplated thereby that has not previously been disclosed to the Auction Manager, the Agent and the Lenders. Very truly yours, CNO FINANCIAL GROUP, INC., By: Name: Title: JPMorgan Chase Bank, N.A., as Agent for the Lenders referred to below, [ADDRESS] Attention of [_________________] Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of September [ ], 2012 (as may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CNO FINANCIAL GROUP, INC., a Delaware corporation (the “Company”), the Lenders from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Agent”). Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. The undersigned Lender hereby gives notice of its participation in the Auction by submitting the following Return Bid1: The undersigned Lender acknowledges that the submission of this Return Bid along with an executed the Company Assignment and Acceptance, to be held in escrow by the Auction Manager, obligates the Lender to sell the entirety or its pro rata portion of the Reply Amount in accordance with the Auction Procedures, as applicable. Very truly yours, [LENDER] By: Name: Title: This Company Assignment and Acceptance (the “Assignment”) is dated as of the Company Assignment Effective Date set forth below and is entered into by and between [__________] (the “Assignor”) and CNO FINANCIAL GROUP, INC. (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Company Assignment Effective Date inserted by the Auction Manager as contemplated in the Auction Procedures, the interest in and to all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the facility identified below (the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, Offeror may withdraw an Auction only 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 Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by cancelled; provided that a LenderLender 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, an Auction may shall become void if the Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans by Offeror required by the terms and conditions of set forth in Section 11.2 11.06(g) or 11.06(h) of the Credit Agreement are not metAgreement, as applicable, or to otherwise comply with any of the provisions of such Sections 11.06(g) or 11.06(h). The purchase price for each all Term Loan to be Loans purchased in an Auction shall be paid in cash by the Offeror directly to the respective assigning Lender on a settlement date as determined by the Auction Manager in consultation with the Offeror (which shall be no later than ten (10) 3 Business Days after the date Return Bids are due).4 due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Offeror shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with the Offeror, which and the Auction Manager’s determination will be final and bindingbinding absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the Offeror, will be final and bindingbinding absent manifest error. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the Loan Parties, or any of their affiliates (whether contained in the Offer Documents or otherwise) otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Immediately upon the consummation of an Auction pursuant to Section 11.06(g) of the Credit Agreement, the Term Loans subject to such Auction and all rights and obligations as a Lender related to such Term Loans shall for all purposes (including under the Credit Agreement, the other Loan Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect, and neither Holdings ,the Borrower nor any of its Subsidiaries shall obtain nor have any rights as a Lender under the Credit Agreement or under the other Loan Documents by virtue of the acquisition of any Term Loans subject to such Auction. This Exhibit B shall not require Offeror Holdings, the Borrower, any of its Subsidiaries or any Affiliated Lender to initiate any Auction, nor shall any Lender be obligated to participate in any Auction. Reference is made to that certain Term Loan Credit Agreement dated as of March 3, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ▇▇▇▇▇▇’▇ SUPERMARKETS, INC., a Wisconsin corporation (the “Borrower”), the several banks, financial institutions and other entities from time to time parties thereto (the “Lenders”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in any such capacity, together with its successors in such capacity, the “Administrative Agent”). All capitalized terms used but not otherwise defined herein have the meanings given to them in the Credit Agreement. The Borrower hereby gives irrevocable notice, pursuant to Section 4.01 of the Credit Agreement, of its request for the Borrowing to be made on [PROPOSED DATE OF BORROWING] (the “Borrowing Date”) in the aggregate principal amount of $[AMOUNT OF BORROWING], to be made as a [Base Rate Loans][Eurodollar Loan with initial Interest Period of [LENGTH OF INTEREST PERIOD]]. The Borrowing is to be a [Tranche B Term Loan Borrowing][Incremental Term Loan Borrowing][Refinancing Term Loan Borrowing][Incremental Revolving Commitment borrowing]. The account to be credited with the proceeds of the Borrowing is: Bank: JPMorgan Chase ABA #: ▇▇▇▇▇▇▇▇▇ Account Name: ▇▇▇▇▇▇’▇ Supermarkets, Inc. A/C #: 550002011 In order to induce the Lenders to make the Loan requested hereby, the Borrower hereby represents and warrants as of the date of this Borrowing Request that:

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrower may withdraw an Auction only in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction ManagerManager or (ii) the Borrower has failed to meet a condition set forth in Section 2.25 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans of any applicable Class by Offeror the Borrower required by the terms and conditions of Section 11.2 2.25 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Borrower to the respective assigning Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans of each applicable Class that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and binding. binding so long as such determination is not inconsistent with the terms of Section 2.25 of the Credit Agreement or this Exhibit F. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.25 of the Credit Agreement or this Exhibit F. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the Loan Parties, or any of their affiliates (whether contained in the Offer Documents 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 Exhibit F shall not require Offeror the Borrower to initiate any Auction. $[ ] FOR VALUE RECEIVED, CenturyLink, Inc. hereby promises to pay to [LENDER] or its registered assigns (the “Lender”), in lawful money of the United States of America in immediately available funds, to the Administrative Agent’s payment office initially located at [ ] on the [Term][Revolving] Facility Maturity Date (as defined in the Agreement) the principal sum of [ ] DOLLARS ($[ ]) or, if less, the unpaid principal amount of all [Term][Revolving Facility] Loans (as defined in the Agreement) made by the Lender pursuant to the Agreement, payable at such times and in such amounts as are specified in the Agreement. The Borrower also promises to pay interest on the unpaid principal amount of each [Term] [Revolving Facility] Loan made by the Lender in like money at said office from the date hereof until paid at the rates and at the times provided in Section 2.13 of the Agreement. This Note is one of the Notes referred to in Section 2.09(e) of the Credit Agreement, dated as of June 19, 2017, and as Amended and Restated as of January [ ], 2020, among CenturyLink, Inc., a Louisiana corporation, as Borrower, the lenders from time to time party thereto (including the Lender), the issuing banks from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent and Swingline Lender (as amended, restated, modified and/or supplemented from time to time, the “Agreement”) and is entitled to the benefits thereof and of the other Loan Documents (as defined in the Agreement). This Note is secured in accordance with the Security Documents (as defined in the Agreement) and is entitled to the benefits of the Guarantees (as defined in the Agreement) provided by the Guarantors (as defined in the Agreement) pursuant to the Loan Documents. As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the [Term] [Revolving] Facility Maturity Date, in whole or in part, and [Term] [Revolving Facility] Loans may be converted from one Type (as defined in the Agreement) into another Type to the extent provided in the Agreement. In case an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. Reference is hereby made to (i) that certain Collateral Agreement dated as of October 13, 2017 (the “Collateral Agreement”), among the Guarantors party thereto (collectively, the “Guarantors”) and Bank of America, N.A., as the collateral agent (in such capacity, the “Collateral Agent”) and (ii) that certain Credit Agreement, dated as of June 19, 2017, and as Amended and Restated as of January [ ], 2020 (the “Credit Agreement”), among CenturyLink Inc., as Borrower, certain other parties thereto and Bank of America, N.A., as Administrative Agent, Collateral Agent and Swingline Lender. Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement.

Additional Procedures. Once initiated by After an Auction NoticeNotice received from the Borrower has been distributed to the Lenders by the Agent, Offeror the Borrower may withdraw an Auction only in the event that, (a) as of such time, no Qualifying Bid has been received by the Auction ManagerAgent, or (b) Borrower has failed to meet a condition set forth in § 2.12(a) of the Loan Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager Agent 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 Offeror the Borrower required by the terms and conditions of Section 11.2 § 2.12 of the Credit Loan Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Borrower to the respective assigning Lender on a settlement date as determined jointly by the Auction Manager in consultation with Offeror Borrower and the Agent (which shall be no not later than ten three (103) 3 Business Days after the date Return Bids are due).4 Offeror shall execute each applicable Assignment and Acceptance received in connection with a Qualifying Biddue). 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 ManagerAgent, in consultation with Offerorthe Borrower, which and their determination will be final and bindingbinding so long as such determination is not inconsistent with the terms of §2.12 of the Loan Agreement or this Schedule 2.12. The Auction ManagerAgent’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and bindingbinding so long as such interpretation is not inconsistent with the terms of §2.12 of the Loan Agreement or this Schedule 2.12. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the Loan Partiesany of its Subsidiaries, or any of their affiliates (whether contained in the Offer Documents 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 Exhibit Schedule 2.12 shall not require Offeror the Borrower to initiate any Auction.

Additional Procedures. Once initiated by an Auction Notice, Offeror the Company may withdraw an Auction only in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction ManagerManager or (ii) the Company has failed to meet a condition set forth in Section 2.24 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans of any applicable Class by Offeror the Company required by the terms and conditions of Section 11.2 2.24 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Company is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Company to the respective assigning Lender on a settlement date as determined jointly by the Company and the Auction Manager in consultation with Offeror (which shall be no not later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Company shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans of each applicable Class that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Company, which and their determination will be final and binding. binding so long as such determination is not inconsistent with the terms of Section 2.24 of the Credit Agreement or this Exhibit L. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Company, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.24 of the Credit Agreement or this Exhibit L. None of the Administrative Agent, the Auction Manager, any other Agent Agent-Related Person or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Company, the Loan Parties, or any of their affiliates (whether contained in the Offer Documents 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 Exhibit L shall not require Offeror the Company to initiate any Auction.

Additional Procedures. Once initiated by an Auction Notice, Offeror the Borrower may withdraw an Auction only in the event that, as of such time, no Qualifying Bid has been received by the Auction ManagerManager or the Borrower has failed, or in good faith believes it will fail, to satisfy one or more conditions set forth in Section 2.18 of the Credit Agreement which are required to be met at the time which otherwise would have been the time of repayment of the Loans pursuant to the respective Auction. Furthermore, in connection with any AuctionAuction with respect to a particular Class of Term B Loans, upon submission by a Term B Lender of a Return Bid, such Term B Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Term B Lender. However, an Auction may become void if the conditions to the purchase prepayment of Term B Loans of the applicable Class by Offeror the Borrower required by the terms and conditions of Section 11.2 2.18 of the Credit Agreement are not met. The purchase price prepayment amount in respect of each Qualifying Bid for each Term Loan to be purchased which prepayment by the Borrower is required in accordance with the foregoing provisions shall be paid directly by Offeror directly the Borrower to the respective assigning Term B Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with Offeror (which shall be no later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror shall execute each applicable Assignment and Acceptance received in connection with a Qualifying BidExpiration Time). All questions as to the form of documents and validity and eligibility of Term B Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe Borrower, which and their determination will be final and binding. binding so long as such determination is not inconsistent with the terms of Section 2.18 of the Credit Agreement or this Exhibit H. The Auction Manager’s interpretation of the terms and conditions of the Offer Documentoffering document, in consultation with Offerorthe Borrower, will be final and binding. binding so long as such interpretation is not inconsistent with the terms of Section 2.18 of the Credit Agreement or this Exhibit H. None of the Administrative Agent, the Auction Manager, any other Agent Manager or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Borrower, the other Loan Parties, or any of their affiliates Affiliates (whether contained in the Offer Documents 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 Exhibit H shall not require Offeror the Borrower to initiate any Auction, nor shall any Term B Lender be obligated to participate in any Auction. None of the Administrative Agent, the Auction Manager, the Arrangers or any of their respective Related Parties makes any recommendation as to whether or not any Term B Lender should participate in any Auction or as to any Reply Price or Reply Amount. Each Term B Lender shall make its own independent decision as to whether to participate in any Auction and, if so, the principal amount and proposed price to be included in its Return Bid. Each Term B Lender should consult its own attorneys, business advisors and tax advisors as to legal, business, tax and related matters concerning any proposed Auction. , 20__ This Solvency Certificate is being executed and delivered pursuant to Section 4.01(f) of that certain Credit Agreement, dated as of July 2, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Plantronics, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent. I, [ ], the [Chief Financial Officer/equivalent officer] of Borrower, in such capacity and not in an individual capacity, hereby certify as follows: 1. I am generally familiar with the finances, businesses and assets of the Borrower and its Subsidiaries, taken as a whole, and am duly authorized to execute this Solvency Certificate on behalf of the Borrower pursuant to the Credit Agreement. I have reviewed the Loan Documents and such other documentation and information and have made such investigation and inquiries as I have deemed necessary and prudent therefor; 2. As of the date hereof and immediately after giving effect to the Transactions and the incurrence of the Indebtedness and Obligations being incurred in connection with the Credit Agreement and the Transactions, that, (i) the sum of the debt (including contingent liabilities) of the Borrower and its Subsidiaries, taken as a whole, does not exceed the fair value of the assets of the Borrower and its Subsidiaries, taken as a whole; (ii) the capital of the Borrower and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Borrower and its Subsidiaries, taken as a whole, engaged in or contemplated as of the date hereof; (iii) the present fair saleable value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the total amount that will be required to pay the probable liabilities (including contingent liabilities) of the Borrower and its Subsidiaries as they become absolute and matured, (iv) the Borrower and its Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to pay such debts as they mature in the ordinary course of business and (v) the Borrower and its Subsidiaries, taken as a whole, are able to pay their debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability; and 3. I acknowledge that the Administrative Agent and the Lenders are relying on the truth and accuracy of this Solvency Certificate in connection with the making of Loans and the issuance of Letters of Credit under the Credit Agreement.

Additional Procedures. Once initiated by an Auction Notice, Offeror the Purchaser may withdraw an Auction only 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 Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by Offeror the Purchaser required by the terms and conditions of Section 11.2 10.6(i)(iii) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for each Term Loan to be purchased which purchase by the Purchaser is required in accordance with the foregoing provisions shall be paid by Offeror the Purchaser directly to the respective assigning Lender on a settlement date as determined by the Auction Manager in consultation with Offeror the Purchaser (which shall be no later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror due). The Purchaser shall execute each applicable Borrower Assignment and Acceptance Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offerorthe 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 Offerorthe Purchaser, will be final and binding. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective affiliates Affiliates assumes any responsibility for the accuracy or completeness of the information concerning Offerorthe Purchaser, the Loan Credit Parties, or any of their affiliates 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 Offeror the Purchaser to initiate any Auction. [ ], as Auction Manager [Address] Attention: [ ] Fax No.: [ ] Email: [ ] Re: Term Loan Auction Ladies and Gentlemen: Reference is made to the Second 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 and Wilmington Trust, National Association, 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 Term Loans(1) (2) · Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Term Loans. (3) The Purchaser acknowledges that this Auction Notice may not be withdrawn other than in accordance with the Auction Procedures. The Auction shall be consummated in accordance with the Auction Procedures with all Return Bids due no later than [1:00] p.m. (New York time) on [ ].