Common use of Additional Procedures Clause in Contracts

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or canceled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 2.24 of the First Lien Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by such Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.24 of the First Lien Credit Agreement or this Exhibit C. The Auction Manager’s interpretation of the terms and conditions of the offering document, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.24 of the First Lien Credit Agreement or this Exhibit C. None of the Administrative Agent, the Auction Manager or any of their Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties, or any of their Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit C shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offers. THIS FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) is entered into as of August 20, 2013 among TRINET HR CORPORATION, a California corporation (the “Borrower”), TRINET GROUP, INC., a Delaware corporation (“Holdings”), and the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, individually a “Grantor”, and collectively the “Grantors”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent and collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Reference is made to the First Lien Credit Agreement dated as of August 20, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Loan Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

Additional Procedures. Once No Borrower is required to undertake any Auction, but once initiated by an Auction Notice, a Borrower may not withdraw an Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will be obligated to sell the entirety or its pro rata portion of the Reply Amount at the Applicable Discounted Price. The Borrower will not have any obligation to purchase any Applicable Loans outside of the applicable Purchasing Borrower Party may withdraw Discount Range nor will any Return Bids outside such applicable Discount Range be considered in any calculation of the Applicable Discounted Price or satisfaction of the Auction Amount. Each purchase of Applicable Loans in an Auction Purchase Offer only if no Qualifying Bid has been shall be consummated pursuant to procedures (including as to response deadlines, rounding amounts, type and Interest Period of accepted Applicable Loans, settlement procedures (including, to the extent Common Stock is used as Auction Consideration, the calculation of the number of shares of Common Stock to be received by Lenders with a Qualifying Bid) and calculation of Applicable Discounted Price referred to above) established jointly by the Manager, the Administrative Agent and the Borrower. To the extent that no Lenders have validly tendered any Applicable Loans of a Class requested in an Auction Manager Notice, the Borrower may amend such Auction Notice for such Applicable Loans at least 24 hours before the then-scheduled expiration time for such Auction. In addition, the Borrower may extend the expiration time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or canceled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 2.24 of the First Lien Credit Agreement are not metat least 24 hours before such expiration time. The purchase price in respect provisions of each Qualifying Bid for which purchase by such Purchasing Borrower Party is required this Exhibit D shall not limit or restrict the Borrowers from making voluntary prepayments of any Applicable Loans in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.24 of the First Lien Credit Agreement or this Exhibit C. The Agreement. [Manager] [Address] Attention: [ ] Credit Suisse AG, Cayman Islands Branch, as Administrative Agent Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Manager’s interpretation of the terms Ladies and conditions of the offering document, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.24 of the First Lien Credit Agreement or this Exhibit C. None of the Administrative Agent, the Auction Manager or any of their Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties, or any of their Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit C shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offers. THIS FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) is entered into as of August 20, 2013 among TRINET HR CORPORATION, a California corporation (the “Borrower”), TRINET GROUP, INC., a Delaware corporation (“Holdings”), and the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, individually a “Grantor”, and collectively the “Grantors”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent and collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Gentlemen: Reference is made to the First Lien Credit Agreement dated as of August 20October 31, 2013 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CBRE Services, Inc., a Delaware corporation, CBRE Limited, a limited company organized under the Borrowerlaws of England and Wales, HoldingsCBRE Limited, a corporation organized under the laws of the province of New Brunswick, CBRE Pty Limited, a company organized under the laws of Australia and registered in New South Wales, CBRE Limited, a company organized under the laws of New Zealand, CBRE Group, Inc., a Delaware corporation, the Lenders lenders from time to time party thereto (the “Lenders”), and JPMorgan Chase BankCredit Suisse AG, N.A.Cayman Islands Branch, as administrative agentAdministrative Agent for the Lenders. The Lenders Capitalized terms used but not otherwise defined herein shall have agreed to extend credit to the Borrower subject to the terms and conditions meanings set forth in the Credit AgreementAgreement and the Auction Procedures set forth as Exhibit D thereto. The obligations undersigned Borrower hereby gives notice to the holders of the Lenders [Tranche A] [Other Term] Loans that it desires to extend such credit are conditioned upon, among other things, conduct the execution and delivery of this Agreement. Holdings and the Subsidiary Loan Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as followsfollowing Auction:

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Credit Party may withdraw an Auction Purchase Offer only if in the event that, as of such time, no Qualifying Return Bid has been received by the applicable Auction Manager at Manager, provided that such Credit Party’s obligation to purchase Term Loans from any Lender shall be conditioned on (i) such Lender making the time representations and warranties set forth in the Assumption Agreement and (ii) there being no pending actions, suits or proceedings pending or threatened in writing that seek to enjoin such Auction. Furthermore, in connection with any Auction, upon submission by a Lender of withdrawala Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the applicable Auction Manager may not be withdrawn, modified, revoked, terminated or canceled cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans by the applicable Credit Party required by the terms and conditions of Section 2.24 2.16 of the First Lien Credit Agreement are not met. The purchase price in respect for each purchase of each Qualifying Bid for which purchase by such Purchasing Borrower Party is required Term Loans in accordance with Section 2.16 of the foregoing provisions Credit Agreement shall be paid directly by such Purchasing Borrower Party the applicable Credit Party, in each case directly to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the applicable Auction Agent in consultation with the Borrower Party and the Auction Manager (which shall be not no later than ten five (5) Business Days after the date Return Bids are due). The applicable Purchasing Borrower AUCTION NOTICE [Credit Party shall execute each applicable Affiliated Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Letterhead] [Auction Manager, in consultation with the applicable Purchasing Borrower Party, ] Attention: [___] Fax No.: [____] Email: [______] Re: Loan Auction Ladies and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.24 of the First Lien Credit Agreement or this Exhibit C. The Auction Manager’s interpretation of the terms and conditions of the offering document, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.24 of the First Lien Credit Agreement or this Exhibit C. None of the Administrative Agent, the Auction Manager or any of their Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties, or any of their Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit C shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offers. THIS FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) is entered into as of August 20, 2013 among TRINET HR CORPORATION, a California corporation (the “Borrower”), TRINET GROUP, INC., a Delaware corporation (“Holdings”), and the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, individually a “Grantor”, and collectively the “Grantors”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent and collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Gentlemen: Reference is made to the First Lien that certain Amended and Restated Credit Agreement Agreement, dated as of August 20October 19, 2013 2018 (as amended, supplemented restated, amended and restated, modified, supplemented, increased or otherwise modified extended from time to time, the “Credit Agreement”), by and among by and among Dycom Industries, Inc. (the “Borrower”), Holdingsthe Guarantors from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase BankBank of America, N.A., as administrative agentAdministrative Agent, Swingline Lender and L/C Issuer. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. [NAME OF ASSIGNEE] (the “Purchaser”) hereby gives notice to the Lenders that it desires to conduct the following Auction: · Auction Amount: $[______] · Discount Range: Not less than $[_] nor greater than $[___] per $1,000 principal amount of Term Loans. The Purchaser acknowledges that this Auction Notice may not be withdrawn other than in accordance with the Auction Procedures. The Auction shall be consummated in accordance with the Auction Procedures with each Return Bid due by 1:00 p.m. (New York time) on [_________ __, ____]. Very truly yours, [NAME OF ASSIGNEE] By: Name: Title: [Auction Manager] Attention: [___] Fax No.: [____] Email: [______] Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of October 19, 2018 (as amended, restated, amended and restated, modified, supplemented, increased or extended from time to time, the “Credit Agreement”), by and among by and among Dycom Industries, Inc. (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer. Capitalized terms used but not defined herein have agreed the meanings given to extend credit to the Borrower subject to the such terms and conditions set forth in the Credit Agreement. The obligations undersigned Lender hereby gives notice of its participation in the Auction by submitting the following Return Bid1: The purchase price of any Term Loans that are assigned pursuant to an Assumption Agreement is requested to be disbursed to the undersigned Lender’s account with [____________] (Account No. [ ]). The undersigned Lender acknowledges that the submission of this Return Bid along with an executed Assumption Agreement, to be held in escrow by the Auction Manager, obligates the Lender to sell the entirety or its pro rata portion of the Lenders Reply Amount in accordance with the Auction Procedures, as applicable. (price per $1,000) $ $ $ $ $ $ Very truly yours, [NAME OF LENDER] By: Name: Title: 1 Lender may submit up to extend such credit three component bids but need not submit more than one. The sum of Lender’s bid(s) may not exceed the aggregate principal face amount of Term Loans held by it. Annex C to Exhibit 2.16 to Credit Agreement This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are conditioned upon, among other thingshereby 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 execution Assignor hereby irrevocably sells and delivery of this Agreement. Holdings assigns to the Assignee, and the Subsidiary Loan Parties are affiliates 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 BorrowerEffective Date inserted by the Auction Manager as contemplated in the Auction Procedures, will derive substantial benefits from all of the extension of credit to the Borrower pursuant to Assignor’s rights and obligations as a Lender under the Credit Agreement and are willing any other documents or instruments delivered pursuant thereto to execute the extent related to the amount and deliver percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the facility identified below (“Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Agreement in order to induce Assignment and Assumption, without representation or warranty by the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Assignor.

Additional Procedures. Once initiated by After delivery of an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or canceled cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 2.24 9.04(f) of the First Lien Credit Loan Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by such the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.24 9.04(f) of the First Lien Credit Loan Agreement or this Exhibit C. F-1. The Auction Manager’s interpretation of the terms and conditions of the offering document, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.24 9.04(f) of the First Lien Credit Loan Agreement or this Exhibit C. F-1. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties, Parties or any of their respective Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit C F-1 shall not require any Purchasing Borrower Party to initiate any Auction Purchase OffersOffer. THIS FIRST LIEN GUARANTEE [FORM OF] AFFILIATED LENDER ASSIGNMENT AND COLLATERAL AGREEMENT ASSUMPTION This Assignment and Assumption (this the “AgreementAssignment and Assumption”) is dated as of the Effective Date set forth below and is entered into as by and between [Insert name of August 20, 2013 among TRINET HR CORPORATION, a California corporation Assignor] (the “BorrowerAssignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (as amended, the “Loan Agreement”), TRINET GROUPreceipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, INC., a Delaware corporation (“Holdings”)the Assignor hereby irrevocably sells and assigns to the Assignee, and the other parties identified as “Grantors” on Assignee hereby irrevocably purchases and assumes from the signature pages hereto Assignor, subject to and such other parties that may become Grantors hereunder after the date hereof (together in accordance with the BorrowerStandard Terms and Conditions and the Loan Agreement, individually a “Grantor”, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and collectively the “Grantors”) and JPMORGAN CHASE BANK, N.A., obligations in its capacity as administrative agent a Lender under the Loan Agreement and collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Reference is made any other documents or instruments delivered pursuant thereto to the First Lien Credit Agreement dated as of August 20, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Lenders have agreed to extend credit extent related to the Borrower subject to the terms amount and conditions set forth in the Credit Agreement. The percentage interest identified below of all of such outstanding rights and obligations of the Lenders Assignor under the facility identified below and (ii) to extend such credit are conditioned uponthe extent permitted to be assigned under applicable law, among all claims, suits, causes of action and any other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Loan Parties are affiliates right of the BorrowerAssignor (in its capacity as a Lender) against any Person, will derive substantial benefits from whether known or unknown, arising under or in connection with the extension Loan 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 credit the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Borrower rights and obligations sold and assigned pursuant to clause (i) above (the Credit Agreement rights and are willing obligations sold and assigned pursuant to execute clauses (i) and deliver (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 Agreement in order to induce Assignment and Assumption, without representation or warranty by the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Assignor.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction Manager at or (ii) the time Borrower has failed to meet a condition set forth in Section 2.21 of withdrawalthe 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 withdrawn, modified, revoked, terminated or canceled cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans by a Purchasing Borrower Party required by the terms and conditions of Section 2.24 2.21 of the First Lien Credit Agreement are not metmet or waived. The purchase price in respect of each Qualifying Bid for which purchase by such a Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten fifteen (15) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be reasonably determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.24 2.21 of the First Lien Credit Agreement or this Exhibit C. I. The Auction Manager’s interpretation of the terms and conditions of the offering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.24 2.21 of the First Lien Credit Agreement or this Exhibit C. I. None of the Administrative Agent, the Auction Manager Manager, any other Agent Related Person or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties, or any of their Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit C I shall not require the Borrower, any Purchasing Borrower other Loan Party or any of their Affiliates to initiate any Auction Purchase OffersAuction. THIS FIRST LIEN GUARANTEE THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND COLLATERAL AGREEMENT (this “Agreement”) is entered into as of August 20MAY NOT BE SOLD, 2013 among TRINET HR CORPORATIONTRANSFERRED, a California corporation (the “Borrower”)PLEDGED, TRINET GROUPHYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. [ ], INC.2011 Original Principal Amount: $[ ] Westwood One, Inc., a Delaware corporation (the “HoldingsCompany”), and hereby promises to pay to the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof order of [ ] (together with any transferee permitted under the Borrower, individually a “Grantor”, and collectively the “Grantors”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent and collateral agent (in such capacityterms hereof, the “Collateral Agent”) for the Secured Parties. Reference is made to the First Lien Credit Agreement dated as of August 20, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit AgreementHolder”), among in no event later than the Borrower, HoldingsMaturity Date, the Lenders party thereto and JPMorgan Chase Bankprincipal amount of $[ ] or such lesser principal amount then outstanding, N.A., as administrative agent. The Lenders have agreed to extend credit to together with interest thereon calculated in accordance with the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery provisions of this AgreementSenior Subordinated Unsecured PIK Note (the “Note”). Holdings This Note and any Notes subsequently issued by the Subsidiary Loan Parties Company and having substantially similar terms are affiliates of collectively referred to herein as the Borrower, will derive substantial benefits from “Notes.” Capitalized terms used but not otherwise defined herein shall have the extension of credit meanings ascribed to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement such terms in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Section 4 hereof.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or canceled cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 2.24 9.04(f) of the First Lien Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by such the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.24 9.04(f) of the First Lien Credit Agreement or this Exhibit C. M. The Auction Manager’s interpretation of the terms and conditions of the offering documentAuction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.24 9.04(f) of the First Lien Credit Agreement or this Exhibit C. M. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties, Parties or any of their respective Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit C M shall not require any Purchasing Borrower Party to initiate any Auction Purchase OffersOffer. THIS FIRST LIEN GUARANTEE AND COLLATERAL JOINDER AGREEMENT TO THE CREDIT AGREEMENT dated as of [ ], 20[ ] (this “Joinder”), to the Credit Agreement dated as of June 3, 2020 (the “Credit Agreement”) is entered into as of August 20), 2013 among TRINET HR CORPORATIONChampionX Holding Inc., a California Delaware corporation (the “Borrower”), TRINET GROUP, INC., a Delaware corporation (“Holdings”), the Lenders party thereto and the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, individually a “Grantor”, and collectively the “Grantors”) and JPMORGAN CHASE BANKBank of America, N.A., in its capacity as administrative agent and collateral agent Administrative Agent (in such capacity, the “Collateral Administrative Agent”) for the Secured Parties. Reference is made to the First Lien Credit Agreement dated as of August 20, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Loan Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:.

Additional Procedures. Once Neither Sponsor nor the Borrower is required to undertake any Auction, but once initiated by an Auction Notice, the applicable Purchasing Borrower Party Bidder may not withdraw an Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will be obligated to accept the purchase of the entirety or its pro rata portion of its Term Loans in the Reply Amount at the Applicable Discounted Price. The Bidder will not have any obligation to purchase any Term Loans outside of the applicable Discount Range nor will any Return Bids outside such applicable Discount Range be considered in any calculation of the Applicable Discounted Price or satisfaction of the Auction Purchase Offer only if no Qualifying Bid has been received Amount. Each purchase of Term Loans in an Auction shall be consummated pursuant to procedures (including as to response deadlines for Return Bids, settlement periods, rounding amounts, type and Interest Period of accepted Term Loans, and calculation of Applicable Discounted Price referred to above) established by the Auction Manager at and agreed to by the Bidder. The Bidder may extend the expiration time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or canceled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 2.24 of the First Lien Credit Agreement are not metby notice given at least 24 hours before such expiration time. The purchase price in respect provisions of each Qualifying Bid for which purchase by such Purchasing this Exhibit I shall not limit or restrict the Borrower Party is required from making voluntary prepayments of any Loans in accordance with Section 2.12 of the foregoing provisions shall be paid directly by such Purchasing Borrower Party Credit Agreement. Attention: [·] Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.24 of the First Lien Credit Agreement or this Exhibit C. The Auction Manager’s interpretation of the terms and conditions of the offering document, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.24 of the First Lien Credit Agreement or this Exhibit C. None of the Administrative Agent, the Auction Manager or any of their Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties, or any of their Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit C shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offers. THIS FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) is entered into dated as of August 2017, 2013 2012 (the “Credit Agreement”), among TRINET HR CORPORATIONFairway Group Acquisition Company, a California Delaware corporation (the “Borrower”), TRINET GROUP, INC.Fairway Group Holdings Corp., a Delaware corporation (“Holdings”)corporation, the several banks and other financial institutions or entities from time to time parties thereto, and the other parties identified Credit Suisse AG, as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, individually a “Grantor”, and collectively the “Grantors”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent and collateral agent Administrative Agent (in such capacity, the “Collateral Administrative Agent”) for and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the Secured Partiesmeanings set forth in the Credit Agreement and the Auction Procedures. [The Borrower][Sponsor] hereby gives notice to the Lenders that it desires to conduct the following Auction: · Auction Amount: $[ ], representing [the total par principal amount of Term Loans offered to be prepaid] [the total cash amount offered to be paid pursuant to the Auction] · Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Term Loans [The Borrower][Sponsor] hereby represents that there is no material non-public information that has not been disclosed which, if made public, would reasonably be expected to have a material positive effect on the market price of the Term Loans subject to this Auction. [The Borrower][Sponsor] acknowledges that this Auction Notice may not be withdrawn. The Auction shall be consummated in accordance with Auction Procedures with each Return Bid due by [ ]. Very truly yours, [·], By: Name: Title: Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the First Lien Credit Agreement dated as of August 2017, 2013 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower”), HoldingsFairway Group Holdings Corp., a Delaware corporation, the Lenders party thereto several banks and JPMorgan Chase Bankother financial institutions or entities from time to time parties thereto, N.A.and Credit Suisse AG, as administrative agentAdministrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. The Lenders Capitalized terms used but not otherwise defined herein shall have agreed to extend credit to the Borrower subject to the terms and conditions meanings set forth in the Credit AgreementAgreement and the Auction Procedures. The obligations undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:(1) $ [ ] $ [ ] The undersigned Lender acknowledges that the submission of this Return Bid obligates the Lender to accept the purchase of the Lenders to extend such credit are conditioned uponentirety or its pro rata portion of its Term Loans in the Reply Amount at the Applicable Discounted Price, among other things, the execution and delivery of that this Agreement. Holdings and the Subsidiary Loan Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Return Bid may not be withdrawn.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or canceled cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 2.24 9.04(f) of the First Lien Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by such the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and 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 the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.24 9.04(f) of the First Lien Credit Agreement or this Exhibit C. F. The Auction Manager’s interpretation of the terms and conditions of the offering documentAuction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.24 9.04(f) of the First Lien Credit Agreement or this Exhibit C. F. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties, Parties or any of their respective Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit C F shall not require any Purchasing Borrower Party to initiate any Auction Purchase OffersOffer. THIS FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT This Affiliated Lender Assignment and Assumption (this “AgreementAssignment and Assumption”) is entered into as of August 20, 2013 among TRINET HR CORPORATION, a California corporation (the “Borrower”), TRINET GROUP, INC., a Delaware corporation (“Holdings”), and the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, individually a “Grantor”, and collectively the “Grantors”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent and collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Reference is made to the First Lien Credit Agreement dated as of August 20, 2013 the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among receipt of a copy of which is hereby acknowledged by the Borrower, Holdings, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agentAssignee. The Lenders have agreed to extend credit to the Borrower subject to the terms Standard Terms and conditions Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions referred to below and the Credit Agreement. The obligations , as of the Lenders to extend such credit are conditioned uponEffective Date inserted by the Administrative Agent as contemplated below, among other things, (a) all the execution Assignor’s rights and delivery of this Agreement. Holdings and the Subsidiary Loan Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to obligations in its capacity as a Lender under the Credit Agreement and are willing any other documents or instruments delivered pursuant thereto to execute the extent related to the amount and deliver percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of 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 contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Agreement in order to induce Assignment and Assumption, without representation or warranty by the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Assignor.

Additional Procedures. Once Neither Sponsor nor the Borrower is required to undertake any Auction, but once initiated by an Auction Notice, the applicable Purchasing Borrower Party Bidder may not withdraw an Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will be obligated to accept the purchase of the entirety or its pro rata portion of its Term Loans in the Reply Amount at the Applicable Discounted Price. The Bidder will not have any obligation to purchase any Term Loans outside of the applicable Discount Range nor will any Return Bids outside such applicable Discount Range be considered in any calculation of the Applicable Discounted Price or satisfaction of the Auction Purchase Offer only if no Qualifying Bid has been received Amount. Each purchase of Term Loans in an Auction shall be consummated pursuant to procedures (including as to response deadlines for Return Bids, settlement periods, rounding amounts, type and Interest Period of accepted Term Loans, and calculation of Applicable Discounted Price referred to above) established by the Auction Manager at and agreed to by the Bidder. The Bidder may extend the expiration time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or canceled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 2.24 of the First Lien Credit Agreement are not metby notice given at least 24 hours before such expiration time. The purchase price in respect provisions of each Qualifying Bid for which purchase by such Purchasing this Exhibit I shall not limit or restrict the Borrower Party is required from making voluntary prepayments of any Loans in accordance with Section 2.12 of the foregoing provisions shall be paid directly by such Purchasing Borrower Party Credit Agreement. Attention: [·] Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.24 of the First Lien Credit Agreement or this Exhibit C. The Auction Manager’s interpretation dated as of February 14, 2013 (the terms and conditions of the offering document, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.24 of the First Lien “Credit Agreement or this Exhibit C. None of the Administrative Agent, the Auction Manager or any of their Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties, or any of their Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit C shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offers. THIS FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) is entered into as of August 20), 2013 among TRINET HR CORPORATIONFairway Group Acquisition Company, a California Delaware corporation (the “Borrower”), TRINET GROUP, INC.Fairway Group Holdings Corp., a Delaware corporation (“Holdings”)corporation, the several banks and other financial institutions or entities from time to time parties thereto, and the other parties identified Credit Suisse AG, as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, individually a “Grantor”, and collectively the “Grantors”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent and collateral agent Administrative Agent (in such capacity, the “Collateral Administrative Agent”) for and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the Secured Partiesmeanings set forth in the Credit Agreement and the Auction Procedures. [The Borrower][Sponsor] hereby gives notice to the Lenders that it desires to conduct the following Auction: · Auction Amount: $[ ], representing [the total par principal amount of Term Loans offered to be prepaid] [the total cash amount offered to be paid pursuant to the Auction] · Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Term Loans [The Borrower][Sponsor] hereby represents that there is no material non-public information that has not been disclosed which, if made public, would reasonably be expected to have a material positive effect on the market price of the Term Loans subject to this Auction. [The Borrower][Sponsor] acknowledges that this Auction Notice may not be withdrawn. The Auction shall be consummated in accordance with Auction Procedures with each Return Bid due by [ ]. Very truly yours, [·], By: Name: Title: Credit Suisse AG ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇ttention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the First Lien Credit Agreement dated as of August 20February 14, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower”), HoldingsFairway Group Holdings Corp., a Delaware corporation, the Lenders party thereto several banks and JPMorgan Chase Bankother financial institutions or entities from time to time parties thereto, N.A.and Credit Suisse AG, as administrative agentAdministrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. The Lenders Capitalized terms used but not otherwise defined herein shall have agreed to extend credit to the Borrower subject to the terms and conditions meanings set forth in the Credit AgreementAgreement and the Auction Procedures. The obligations undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:(1) $ [ ] $ [ ] The undersigned Lender acknowledges that the submission of this Return Bid obligates the Lender to accept the purchase of the Lenders to extend such credit are conditioned uponentirety or its pro rata portion of its Term Loans in the Reply Amount at the Applicable Discounted Price, among other things, the execution and delivery of that this Agreement. Holdings and the Subsidiary Loan Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Return Bid may not be withdrawn.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or canceled cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 2.24 9.04(e) of the First Lien Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by such the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.24 9.04(e) of the First Lien Credit Agreement or this Exhibit C. G. The Auction Manager’s interpretation of the terms and conditions of the offering documentAuction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.24 9.04(e) of the First Lien Credit Agreement or this Exhibit C. G. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties, Parties or any of their respective Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit C G shall not require any Purchasing Borrower Party to initiate any Auction Purchase OffersOffer. THIS FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT This Affiliated Lender Assignment and Assumption (this “AgreementAssignment and Assumption”) is entered into as of August 20, 2013 among TRINET HR CORPORATION, a California corporation (the “Borrower”), TRINET GROUP, INC., a Delaware corporation (“Holdings”), and the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, individually a “Grantor”, and collectively the “Grantors”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent and collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Reference is made to the First Lien Credit Agreement dated as of August 20, 2013 the Effective Date set forth below and is entered into by and between the Assignor (as amended, supplemented or otherwise modified from time defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to time, them in the Credit Agreement identified below (the “Credit Agreement”), among receipt of a copy of which is hereby acknowledged by the Borrower, Holdings, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agentAssignee. The Lenders have agreed to extend credit to the Borrower subject to the terms Standard Terms and conditions Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions referred to below and the Credit Agreement. The obligations , as of the Lenders to extend such credit are conditioned uponEffective Date inserted by the Administrative Agent as contemplated below, among other things, (a) all the execution Assignor’s rights and delivery of this Agreement. Holdings and the Subsidiary Loan Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to obligations in its capacity as a Lender under the Credit Agreement and are willing any other documents or instruments delivered pursuant thereto to execute the extent related to the amount and deliver percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of 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 contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Agreement in order to induce Assignment and Assumption, without representation or warranty by the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Assignor.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party Offeror may withdraw an Auction Purchase Offer only if by written notice to the Auction Manager so long as no Qualifying Bid has Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice; provided that that the Offeror’s obligation to purchase Term Loans from any Lender shall be conditioned on (i) such Lender making the representations and warranties set forth in the Affiliate Assignment Agreement and (ii) there being no pending actions, suits or proceedings pending or threatened, in each case brought by a third party, in writing that seek to enjoin such Auction. Furthermore, in connection with any Auction, upon submission by a Lender of withdrawala 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 withdrawn, modified, revoked, terminated or canceled 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 Purchase Offer may shall become void if the Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans set forth in Section 2.24 9.04(b) of the First Lien Credit Agreement are not metAgreement, as applicable, or to otherwise comply with any of the provisions of such Section 9.04(b). The purchase price for all Term Loans purchased in respect of each Qualifying Bid for which purchase by such Purchasing Borrower Party is required in accordance with the foregoing provisions an Auction shall be paid in cash by the Offeror directly by 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 the Offeror (which shall be not no later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party Offeror shall execute each applicable Affiliated Affiliate Assignment and Assumption 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 Purchase Offer will be determined by the Auction ManagerManager in accordance with the terms of the Loan Documents, in consultation with the applicable Purchasing Borrower PartyOfferor, and their the Auction Manager’s determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.24 of the First Lien Credit Agreement or this Exhibit C. The Auction Manager’s interpretation of the terms and conditions of the offering documentconclusive, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.24 of the First Lien Credit Agreement or this Exhibit C. absent manifest error. None of the Administrative Agent, the Auction Manager Manager, any other agent or any of their Affiliates respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties, or any of their Affiliates (whether its Subsidiaries contained in an offering document 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 C shall not require any Purchasing Borrower Party to initiate any The Auction Purchase Offers. THIS FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) is entered into as of August 20, 2013 among TRINET HR CORPORATION, a California corporation (the “Borrower”), TRINET GROUP, INC., a Delaware corporation (“Holdings”), and the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, individually a “Grantor”, and collectively the “Grantors”) and JPMORGAN CHASE BANK, N.A., Manager acting in its capacity as administrative agent such under an Auction shall be entitled to the benefits of the provisions of Article 8 and collateral agent (in such capacity, Section 9.03 of the Credit Agreement to the same extent as if each reference therein to the “Collateral 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 L shall not require the Borrower or any of its Subsidiaries to initiate any Auction, nor shall any Lender be obligated to participate in any Auction. This Compliance Certificate (this “Certificate”) for is delivered pursuant to Section 5.01(e) of the Secured Parties. Reference is made to the First Lien Credit Agreement dated as of August 20February 26, 2013 2021 (as amended, restated, modified and/or supplemented or otherwise modified from time to time, the “Credit Agreement”), among ▇▇▇▇▇▇▇ Kodak Company (the “Borrower, Holdings”), the Lenders party thereto thereto, and JPMorgan Chase Bank, N.A.Alter Domus (US) LLC, as administrative agentagent (in such capacity, the “Administrative Agent”). The Lenders Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have agreed the meanings given to extend credit to the Borrower subject to the terms and conditions set forth them in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Loan Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Parent Borrower Party may withdraw an a Dutch Auction Purchase Offer only if by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bid has Bids have been received by the Auction Manager at or prior to the time of withdrawalthe Auction Manager receives such written notice from the Parent Borrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or canceled by cancelled; provided that a LenderTerm Loan A Lender or Incremental Term Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, an a Dutch Auction Purchase Offer may shall become void if the Parent Borrower fails to satisfy one or more of the conditions to the purchase of Term Loans set forth in in, or to otherwise comply with the provisions of Section 2.24 9.4(k) of the First Lien Credit Agreement are not metto which this Schedule 9.4(k) is attached. The purchase price for all Term Loans purchased in respect of each Qualifying Bid for which purchase by such Purchasing Borrower Party is required in accordance with the foregoing provisions a Dutch Auction shall be paid in cash by the Parent Borrower directly by such Purchasing Borrower Party to the respective assigning Term Loan A Lender or Incremental Term Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Parent Borrower (which shall be not no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The applicable Purchasing Parent Borrower Party shall execute each applicable Affiliated Auction Assignment and Assumption 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 Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyParent Borrower, and their the Auction Manager’s determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.24 of the First Lien Credit Agreement or this Exhibit C. conclusive, absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the offering documentOffer Document, in consultation with the applicable Purchasing Borrower PartyParent Borrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.24 of the First Lien Credit Agreement or this Exhibit C. binding. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyParent Borrower, the Loan Parties, Subsidiaries or any of their Affiliates (whether contained in an offering document 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 9.3 of the Credit Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Loan Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Exhibit C Schedule 9.4(k) shall not require the Parent Borrower or any Purchasing Borrower Party Subsidiary to initiate any Auction Purchase OffersDutch Auction, nor shall any Term Loan A Lender or Incremental Term Lender be obligated to participate in any Dutch Auction. THIS FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT I, the undersigned, do hereby certify that I am the duly elected and qualified [President][Executive Vice President][Chief Financial Officer] of [Name of Loan Party], a [ ] organized and existing under the laws of [the State of] (this the “Company”), and do hereby certify on behalf of the Company that: 1. This Certificate is furnished pursuant to the Credit Agreement”) is entered into , dated as of August 2031, 2013 2015, among TRINET HR CORPORATION, a California corporation (the “Borrower”), TRINET GROUP, INC.SPX Corporation, a Delaware corporation (the “HoldingsParent Borrower”), and the other parties identified Foreign Subsidiary Borrowers party thereto, the Lenders party thereto, Deutsche Bank AG Deutschlandgeschäft Branch, as “Grantors” on the signature pages hereto Foreign Trade Facility Agent, Bank of America, N.A., as Administrative Agent, and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, individually a “Grantor”, and collectively the “Grantors”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent and collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Reference is made to the First Lien Credit Agreement dated as of August 20, 2013 (as amended, supplemented or otherwise modified thereto from time to timetime (such Credit Agreement, as in effect on the date of this Certificate, being herein called the “Credit Agreement”). Unless otherwise defined herein, among capitalized terms used in this Certificate shall have the Borrower, Holdings, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions meanings set forth in the Credit Agreement. 2. The obligations following named individuals are elected or appointed officers of the Lenders to extend such credit are conditioned uponCompany, among other things, each holds the execution and delivery of this Agreement. Holdings and the Subsidiary Loan Parties are affiliates office of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement Company set forth opposite his name and are willing each such officer is duly authorized to execute and deliver this Agreement in order on behalf of the Company each of the Loan Documents to induce which it is a party and any certificate or other document to be delivered by the Lenders Company pursuant to extend the Loan Documents to which it is a party. The signature written opposite the name and title of each such credit. Accordingly, the parties hereto agree as follows:officer is his/her genuine signature.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Buyback Party may not withdraw an Auction Purchase Offer only if no Qualifying Bid has (a) any Return Bids have been received containing a Reply Discount within the Discount Range and (b) the conditions to the repurchase set forth in Section 1.21 of the Credit Agreement are met; provided, however, that the Buyback Party may extend any Auction prior to the Expiration Date upon written notice to the Administrative Agent at least 24 hours prior to the Expiration Time (an “Extension”). An Extension may be for a period not in excess of five (5) Business Days after the Expiration Date and the Buyback Party may only make three Extensions per Auction. In connection with any Auction, upon submission by the Auction Manager at the time a Lender of withdrawala Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager Administrative Agent may not be withdrawn, modified, revoked, terminated or canceled cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 2.24 of the First Lien Credit Agreement are not met. The purchase price for each Term Loan repurchased in respect of each Qualifying Bid for which purchase by such Purchasing Borrower Party is required in accordance with the foregoing provisions an Auction shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party the Administrative Agent and the Auction Manager Buyback Party (which shall be not no later than ten five Business Days after the date Return Bids are due, or as otherwise reasonably agreed by the Administrative Agent and the applicable Buyback Party). The applicable Purchasing Borrower Buyback Party shall execute each applicable Affiliated Assignment and Assumption Acceptance received in connection with a Qualifying Bid. All questions as to Notwithstanding the form of documents foregoing, these procedures and eligibility of Term Loans that are the subject terms of an Auction Purchase Offer will may be determined amended or modified by the Auction Manager, in consultation Administrative Agent with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with Borrower’s consent (including the economic terms of Section 2.24 the Auction if no Lenders have validly tendered Term Loans requested in an Auction Notice, but excluding the economic terms of an Auction after any Lender has validly tendered Term Loans requested in an Auction Notice, other than to raise the high end of the First Lien Credit Agreement Discount Range); provided, further, that no such amendments or this Exhibit C. The Auction Manager’s interpretation of modifications may be implemented after 24 hours prior to the terms and conditions of the offering document, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.24 of the First Lien Credit Agreement or this Exhibit C. None of the Administrative Agent, the Auction Manager or any of their Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties, or any of their Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such informationExpiration Time. This Exhibit C I shall not require any Purchasing the Borrower Party to initiate any Auction Purchase Offers. THIS FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) is entered into as of August 20, 2013 among TRINET HR CORPORATION, a California corporation (the “Borrower”), TRINET GROUP, INCAuction., a Delaware corporation (“Holdings”), and the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, individually a “Grantor”, and collectively the “Grantors”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent and collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Reference is made to the First Lien Credit Agreement dated as of August 20, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Loan Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or canceled cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 2.24 9.04(f) of the First Lien Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by such the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and 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 the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.24 9.04(f) of the First Lien Credit Agreement or this Exhibit C. F. The Auction Manager’s interpretation of the terms and conditions of the offering documentAuction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.24 9.04(f) of the First Lien Credit Agreement or this Exhibit C. F. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties, Parties or any of their respective Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit C F shall not require any Purchasing Borrower Party to initiate any Auction Purchase OffersOffer. THIS FIRST LIEN GUARANTEE [FORM OF] AFFILIATED LENDER ASSIGNMENT AND COLLATERAL AGREEMENT ASSUMPTION This Affiliated Lender Assignment and Assumption (this “AgreementAssignment and Assumption”) is entered into as of August 20, 2013 among TRINET HR CORPORATION, a California corporation (the “Borrower”), TRINET GROUP, INC., a Delaware corporation (“Holdings”), and the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, individually a “Grantor”, and collectively the “Grantors”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent and collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Reference is made to the First Lien Credit Agreement dated as of August 20, 2013 the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among receipt of a copy of which is hereby acknowledged by the Borrower, Holdings, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agentAssignee. The Lenders have agreed to extend credit to the Borrower subject to the terms Standard Terms and conditions Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions referred to below and the Credit Agreement. The obligations , as of the Lenders to extend such credit are conditioned uponEffective Date inserted by the Administrative Agent as contemplated below, among other things, (a) all the execution Assignor’s rights and delivery of this Agreement. Holdings and the Subsidiary Loan Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to obligations in its capacity as a Lender under the Credit Agreement and are willing any other documents or instruments delivered pursuant thereto to execute the extent related to the amount and deliver percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of 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 by the Assignor to the Assignee pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Agreement in order to induce Assignment and Assumption, without representation or warranty by the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Assignor.

Additional Procedures. Once initiated by After delivery of an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or canceled cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 2.24 9.04(e) of the First Lien Credit Loan Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by such the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.24 9.04(e) of the First Lien Credit Loan Agreement or this Exhibit C. H-1. The Auction Manager’s interpretation of the terms and conditions of the offering document, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.24 9.04(e) of the First Lien Credit Loan Agreement or this Exhibit C. H-1. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties, Parties or any of their respective Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit C H-1 shall not require any Purchasing Borrower Party to initiate any Auction Purchase OffersOffer. THIS FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT This Affiliated Lender Assignment and Assumption (this the “AgreementAssignment and Assumption”) is dated as of the Effective Date set forth below and is entered into as by and between [Insert name of August 20, 2013 among TRINET HR CORPORATION, a California corporation Assignor] (the “BorrowerAssignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (as amended, the “Loan Agreement”), TRINET GROUPreceipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, INC., a Delaware corporation (“Holdings”)the Assignor hereby irrevocably sells and assigns to the Assignee, and the other parties identified as “Grantors” on Assignee hereby irrevocably purchases and assumes from the signature pages hereto Assignor, subject to and such other parties that may become Grantors hereunder after the date hereof (together in accordance with the BorrowerStandard Terms and Conditions and the Loan Agreement, individually a “Grantor”, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and collectively the “Grantors”) and JPMORGAN CHASE BANK, N.A., obligations in its capacity as administrative agent a Lender under the Loan Agreement and collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Reference is made any other documents or instruments delivered pursuant thereto to the First Lien Credit Agreement dated as of August 20, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Lenders have agreed to extend credit extent related to the Borrower subject to the terms amount and conditions set forth in the Credit Agreement. The percentage interest identified below of all of such outstanding rights and obligations of the Lenders Assignor under the facility identified below and (ii) to extend such credit are conditioned uponthe extent permitted to be assigned under applicable law, among all claims, suits, causes of action and any other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Loan Parties are affiliates right of the BorrowerAssignor (in its capacity as a Lender) against any Person, will derive substantial benefits from whether known or unknown, arising under or in connection with the extension Loan 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 credit the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Borrower rights and obligations sold and assigned pursuant to clause (i) above (the Credit Agreement rights and are willing obligations sold and assigned pursuant to execute clauses (i) and deliver (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 Agreement in order to induce Assignment and Assumption, without representation or warranty by the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:Assignor.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase must, in accordance with Section 2.17(b) of the Credit Agreement, terminate any Discounted Voluntary Prepayment Offer only if no Qualifying Bid has been received by it reasonably believes that it will fail to satisfy one or more of the Auction Manager conditions set forth in Section 2.17(a) of the Credit Agreement which are required to be met at the time which otherwise would have been the time of withdrawalprepayment of Term B Loans pursuant to such Discounted Voluntary Prepayment Offer. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or canceled cancelled by a Term B Lender. However, an Auction Purchase a Discounted Voluntary Prepayment Offer may become void if the conditions to the purchase prepayment set forth in Section 2.24 2.17 of the First Lien Credit Agreement are not met. The Borrower shall pay the aggregate purchase price in respect of each all Qualifying Bid Bids for which purchase prepayment by such Purchasing the Borrower Party is are required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender Administrative Agent for the account of the applicable Term B Lenders not later than 2:00 p.m. on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term B Loans that are the subject of an Auction Purchase a Discounted Voluntary Prepayment Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.24 2.17 of the First Lien Credit Agreement or this Exhibit C. H. The Auction Manager’s interpretation of the terms and conditions of the offering documentAuction Notice, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.24 2.17 of the First Lien Credit Agreement or this Exhibit C. H. None of the Administrative Agent, the Auction Manager or any of their Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties, or any of their Affiliates (whether contained in an offering document 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 H shall not require any Purchasing the Borrower Party to initiate any Auction Purchase Offers. THIS FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) is entered into as of August 20, 2013 among TRINET HR CORPORATION, a California corporation (the “Borrower”), TRINET GROUP, INC., a Delaware corporation (“Holdings”), and the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, individually a “Grantor”, and collectively the “Grantors”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent and collateral agent (in such capacity, the “Collateral Agent”) for the Secured PartiesDiscounted Voluntary Prepayment Offer. Reference is hereby made to the First Lien that certain Credit Agreement dated as of August 20November 30, 2013 2017 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Entravision Communications Corporation, a Delaware corporation (the “Borrower”), Holdings, the Lenders party thereto and JPMorgan Chase BankBank of America, N.A., as administrative agentAdministrative Agent, and each lender from time to time party thereto. The Lenders have agreed Pursuant to extend credit the provisions of Section 3.01(e)(ii)(B) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower subject as described in Section 881(c)(3)(C) of the Code and (v) no interest payments under any Loan Documents are effectively connected with its conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W‑8BEN (or W‑8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and conditions set forth used herein shall have the meanings given to them in the Credit Agreement. The obligations By: Name: Title: Date: __________, 20[__] Reference is hereby made to that certain Credit Agreement dated as of November 30, 2017 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Entravision Communications Corporation, a Delaware corporation (the “Borrower”), Bank of America, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 3.01(e)(ii)(B) of the Lenders to extend such credit are conditioned upon, among other thingsCredit Agreement, the execution undersigned hereby certifies that (i) it is the sole record and delivery of this Agreement. Holdings and the Subsidiary Loan Parties are affiliates beneficial owner of the Borrowerparticipation in respect of which it is providing this certificate, will derive substantial benefits from (ii) it is not a bank within the extension meaning of credit Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower pursuant as described in Section 881(c)(3)(C) of the Code and (v) no interest payments under any Loan Documents are effectively connected with its conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W‑8BEN (or W‑8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. By: Name: Title: Date: __________, 20[__] Reference is hereby made to that certain Credit Agreement dated as of November 30, 2017 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Entravision Communications Corporation, a Delaware corporation (the “Borrower”), Bank of America, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 3.01(e)(ii)(B) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are willing the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its direct or indirect partners/members claiming the portfolio interest exemption (“Applicable Partners/Members”) is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its Applicable Partners/Members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (v) none of its Applicable Partners/Members is a controlled foreign corporation related to execute the Borrower as described in Section 881(c)(3)(C) of the Code and deliver (vi) no interest payments under any Loan Documents are effectively connected with its or its Applicable Partners’/Members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W‑8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W‑8BEN (or W‑8BEN-E, as applicable) or (ii) an IRS Form W‑8IMY accompanied by an IRS Form W‑8BEN (or W‑8BEN-E, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in order the Credit Agreement. By: Name: Title: Date: __________, 20[__] Reference is hereby made to induce that certain Credit Agreement dated as of November 30, 2017 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Entravision Communications Corporation, a Delaware corporation (the “Borrower”), Bank of America, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 3.01(e)(ii)(B) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any of its direct or indirect partners/members claiming the portfolio interest exemption (“Applicable Partners/Members”) is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its Applicable Partners/Members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (v) none of its Applicable Partners/Members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (vi) no interest payments under any Loan Documents are effectively connected with its or its Applicable Partners’/Members’ conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W‑8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W‑8BEN (or W‑8BEN-E, as applicable) or (ii) an IRS Form W‑8IMY accompanied by an IRS Form W‑8BEN (or W‑8BEN-E, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. By: Name: Title: Date: __________, 20[__] TO: Bank of America, N.A., as Administrative Agent RE: Credit Agreement, dated as of November 30, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Entravision Communications Corporation, a Delaware corporation (the “Borrower”), the Lenders from time to extend such credit. Accordinglytime party thereto, and Bank of America, N.A., as Administrative Agent DATE: [Date] The Borrower hereby notifies the Administrative Agent that on __________17 pursuant to the terms of Section 2.05 (Prepayments) of the Credit Agreement, the Borrower intends to prepay/repay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Term B Loans][Incremental Term Loans][Incremental Revolving Loans] in the following amount(s): ☐ Eurodollar Rate Loans: $__________18 Applicable Interest Period: ____________ ☐ Base Rate Loans: $__________19 Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. By: Name: Title: 1 Specify date of such prepayment. 2 Any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or if less, the entire principal amount thereof outstanding). 3 Any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or if less, the entire principal amount thereof outstanding). Reference is hereby made to (i) that certain Security Agreement dated as of ____________, 2017 (the “Security Agreement”), between Entravision Communications Corporation, a Delaware corporation (“Borrower”), the Guarantors party thereto (collectively, the “Guarantors”) and the Administrative Agent (as hereinafter defined) and (ii) that certain Credit Agreement dated as of ____________, 2017 (the “Credit Agreement”) among the Borrower, certain other parties hereto agree thereto and Bank of America, N.A., as follows:Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement or the Security Agreement.