Common use of Additional Procedures Clause in Contracts

Additional Procedures. Neither Sponsor nor the Borrower is required to undertake any Auction, but once initiated by an Auction Notice, the 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 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 Manager and agreed to by the Bidder. The Bidder may extend the expiration time of an Auction by notice given at least 24 hours before such expiration time. The provisions of this Exhibit I shall not limit or restrict the Borrower from making voluntary prepayments of any Loans in accordance with Section 2.12 of the Credit Agreement. Attention: [·] Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of February 14, 2013 (the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. [The 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 Credit Agreement dated as of February 14, 2013 (the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. The undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:(1) $ [ ] $ [ ] The undersigned Lender acknowledges that the submission of this Return Bid obligates the Lender to accept the purchase of the entirety or its pro rata portion of its Term Loans in the Reply Amount at the Applicable Discounted Price, and that this Return Bid may not be withdrawn.

Additional Procedures. Neither Sponsor nor the Borrower is required to undertake any Auction, but once Once initiated by an Auction Notice, the Bidder applicable Credit Party may not withdraw an Auction only in the event that, as of such time, no Return Bid has been received by the applicable Auction Manager, provided that such Credit Party’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 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 a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the applicable Auction Manager may not be obligated modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to accept the purchase of the entirety or its pro rata portion of its Term Loans in by the Reply Amount at applicable Credit Party required by the Applicable Discounted Priceterms and conditions of Section 2.16 of the Credit Agreement are not met. 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 Amount. Each price for 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 Manager and agreed to by the Bidder. The Bidder may extend the expiration time of an Auction by notice given at least 24 hours before such expiration time. The provisions of this Exhibit I shall not limit or restrict the Borrower from making voluntary prepayments of any Loans in accordance with Section 2.12 2.16 of the Credit AgreementAgreement shall be paid directly by the applicable Credit Party, in each case directly to the respective assigning Lender on a settlement date as determined by the applicable Auction Agent in consultation with the Borrower (which shall be no later than five (5) Business Days after the date Return Bids are due). [Auction Manager] Attention: [·[ ] Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ AttentionFax No.: [ ] Email: [ ] Re: Loan Auction Ladies and Gentlemen: Reference is made to the that certain Credit Agreement Agreement, dated as of February 14December 3, 2013 2012 (as amended, restated, amended and restated, modified, supplemented, increased or extended from time to time, the “Credit Agreement”), by and among Fairway Group Acquisition Companyby and among Dycom Industries, a Delaware corporation Inc. (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporationthe Guarantors identified therein, the several banks and other financial institutions or entities Lenders from time to time parties theretoparty thereto and Bank of America, and Credit Suisse AGN.A., as Administrative Agent (in such capacityAgent, the “Administrative Agent”) Swingline Lender and Collateral AgentL/C Issuer. Capitalized terms used but not otherwise defined herein shall have the meanings set forth given to such terms in the Credit Agreement and the Auction ProceduresAgreement. [The Borrower][SponsorNAME OF ASSIGNEE] (the “Purchaser”) 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 [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] Purchaser acknowledges that this Auction Notice may not be withdrawnwithdrawn 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: Credit Suisse AG ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇ttention[Auction Manager] Attention: [ ] ReFax No.: Auction [ ] Email: [ ] Ladies and Gentlemen: Reference is made to the that certain Credit Agreement Agreement, dated as of February 14December 3, 2013 2012 (as amended, restated, amended and restated, modified, supplemented, increased or extended from time to time, the “Credit Agreement”), by and among Fairway Group Acquisition Companyby and among Dycom Industries, a Delaware corporation Inc. (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporationthe Guarantors identified therein, the several banks and other financial institutions or entities Lenders from time to time parties theretoparty thereto and Bank of America, and Credit Suisse AGN.A., as Administrative Agent (in such capacityAgent, the “Administrative Agent”) Swingline Lender and Collateral AgentL/C Issuer. Capitalized terms used but not otherwise defined herein shall have the meanings set forth given to such terms in the Credit Agreement and the Auction ProceduresAgreement. The undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:(1) $ [ ] $ [ ] 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 accept the purchase of sell the entirety or its pro rata portion of its Term Loans in the Reply Amount at in accordance with the Applicable Discounted PriceAuction Procedures, as applicable. (price per $1,000) $ $ $ $ $ $ Very truly yours, By: Name: Title: 1 Lender may submit up to [three] component bids but need not submit more than one. The sum of Lender’s bid(s) may not exceed the aggregate principal face amount of Term Loans held by it. 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 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 that the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Auction Manager as contemplated in the Auction Procedures, all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of 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 Return Bid may not be withdrawnAssignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Neither Sponsor nor the Borrower is required to undertake any Auction, but once Once initiated by an Auction Notice, the Bidder 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 withdraw be withdrawn, modified, revoked, terminated or canceled by a Lender. However, an AuctionAuction Purchase Offer may become void if the conditions to the purchase set forth in Section 2.24 of the Second Lien Credit Agreement are not met. Furthermore, 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 any Auction, upon submission by a Lender of a Return Qualifying 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 Amount. Each purchase of Term Loans in an Auction shall be consummated pursuant to procedures (including All questions as to response deadlines for Return Bids, settlement periods, rounding amounts, type the form of documents and Interest Period eligibility of accepted Term Loans, and calculation of Applicable Discounted Price referred to above) established by Loans that are the Manager and agreed to by the Bidder. The Bidder may extend the expiration time subject of an Auction Purchase Offer will be determined by notice given at least 24 hours before the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such expiration time. The provisions determination is not inconsistent with the terms of Section 2.24 of the Second Lien Credit Agreement or this Exhibit I 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 Second 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 limit or restrict require any Purchasing Borrower Party to initiate any Auction Purchase Offers. THIS SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) is entered into as of August 20, 2013, among TRINET HR CORPORATION, a California corporation (the Borrower from making voluntary prepayments of any Loans “Borrower”), TRINET GROUP, INC., a Delaware corporation (“Holdings”), and the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, individually a “Grantor”, and collectively the “Grantors”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in accordance with Section 2.12 of its capacity as administrative agent and collateral agent (in such capacity, the Credit Agreement“Collateral Agent”) for the Secured Parties. Attention: [·] Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the Second Lien Credit Agreement dated as of February 14August 20, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Fairway Group Acquisition Companythe Borrower, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporationHoldings, the several banks Lenders party thereto and other financial institutions or entities from time to time parties theretoWilmington Trust, and Credit Suisse AGNational Association, as Administrative Agent (in such capacity, administrative agent. The Lenders have agreed to extend credit to the “Administrative Agent”) Borrower subject to the terms and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings conditions set forth in the Credit Agreement 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 Auction Procedures. [The Borrower][Sponsor] hereby gives notice Subsidiary Loan Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit 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 Borrower pursuant to the Auction] · Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Term Loans [The Borrower][Sponsor] hereby represents that there is no material non-public information that has not been disclosed which, if made public, would reasonably be expected to have a material positive effect on the market price of the Term Loans subject to this Auction. [The Borrower][Sponsor] acknowledges that this Auction Notice may not be withdrawn. The Auction shall be consummated in accordance with Auction Procedures with each Return Bid due by [ ]. Very truly yours, [·], By: Name: Title: Credit Suisse AG ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇ttention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of February 14, 2013 (and are willing to execute and deliver this Agreement in order to induce the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporationLenders to extend such credit. Accordingly, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, hereto agree as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. The undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:(1) $ [ ] $ [ ] The undersigned Lender acknowledges that the submission of this Return Bid obligates the Lender to accept the purchase of the entirety or its pro rata portion of its Term Loans in the Reply Amount at the Applicable Discounted Price, and that this Return Bid may not be withdrawn.follows:

Additional Procedures. Neither Sponsor nor the Borrower is required to undertake any Auction, but once initiated by After delivery of an Auction Notice, the Bidder 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 withdraw be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an AuctionAuction Purchase Offer may become void if the conditions to the purchase set forth in Section 10.07(k) of the Credit Agreement are not met. Furthermore, The purchase price in respect of each Qualifying Bid for which purchase by 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 any Auction, upon submission by a Lender Qualifying Bid. All questions as to the form 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 Amount. Each purchase documents and eligibility 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 that are the Manager and agreed to by the Bidder. The Bidder may extend the expiration time subject of an Auction Purchase Offer will be determined by notice given at least 24 hours before the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such expiration time. The provisions determination is not inconsistent with the terms of this Exhibit I shall not limit or restrict the Borrower from making voluntary prepayments of any Loans in accordance with Section 2.12 10.07(k) of the Credit AgreementAgreement or this Exhibit K. 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 10.07(k) of the Credit Agreement or this Exhibit K. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (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. Attention: [·] Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: This Exhibit K shall not require any Purchasing Borrower Party to initiate any Auction Ladies Purchase Offer. This Assignment and Gentlemen: Reference Assumption (this “Assignment and Assumption”) is made to dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Credit Agreement dated as of February 14June 29, 2013 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Fairway Group Acquisition CompanyTeam Health Holdings, a Delaware corporation Inc., Team Health, Inc., (the “Borrower”), Fairway Group Holdings Corp.JPMorgan Chase Bank, a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AGN.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, the lenders from time to time party thereto (the “Lenders”) and Collateral Agentany other agent party thereto, receipt of a copy of which is hereby acknowledged by the Assignee. Capitalized terms used but not otherwise defined herein shall have the meanings The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and the Auction Procedures. [The Borrower][Sponsor] hereby gives notice any other documents or instruments delivered pursuant thereto to the Lenders that it desires extent related to conduct the following Auction: · Auction Amount: $[ ], representing [amount and percentage interest identified below of all of such outstanding rights and obligations of the total par principal amount Assignor under the facility identified below (including participations in any Letters of Term Credit or Swing Line Loans offered included in such facility) and (ii) to the extent permitted to be prepaid] [assigned under applicable law, all claims, suits, causes of action and any other right of the total cash amount offered 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 be paid any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the Auction] · Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Term Loans [The Borrower][Sponsor] hereby represents that there rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment 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 without recourse to the Credit Agreement dated Assignor and, except as of February 14expressly provided in this Assignment and Assumption, 2013 (without representation or warranty by the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. The undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:(1) $ [ ] $ [ ] The undersigned Lender acknowledges that the submission of this Return Bid obligates the Lender to accept the purchase of the entirety or its pro rata portion of its Term Loans in the Reply Amount at the Applicable Discounted Price, and that this Return Bid may not be withdrawnAssignor.

Additional Procedures. Neither Sponsor nor the Borrower is required to undertake any Auction, but once Once initiated by an Auction Notice, the Bidder Offeror may not withdraw an Auction by written notice to the Auction Manager so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice; provided that that the Offeror’s obligation to purchase Term Loans from any Lender shall be conditioned on (i) such Lender making the representations and warranties set forth in the Affiliate Assignment Agreement and (ii) there being no pending actions, suits or proceedings pending or threatened, in each case brought by a third party, in writing that seek to enjoin such Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will 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 withdrawal rights. Any Return Bid (including any component bid thereof) delivered to purchase the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a Lender may modify a Return Bid at any Term Loans outside time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, an Auction shall become void if the Offeror fails to satisfy one or more of the applicable Discount Range nor will any Return Bids outside such applicable Discount Range be considered in any calculation of conditions to the Applicable Discounted Price or satisfaction of the Auction Amount. Each purchase of Term Loans set forth in Section 9.04(b) of the Credit Agreement, as applicable, or to otherwise comply with any of the provisions of such Section 9.04(b). The purchase price for all Term Loans purchased in an Auction shall be consummated pursuant paid in cash by the Offeror directly to procedures the respective assigning Lender on a settlement date as determined by the Auction Manager in consultation with the Offeror (including which shall be no later than ten (10) Business Days after the date Return Bids are due). The Offeror shall execute each applicable Affiliate Assignment Agreement received in connection with a Qualifying Bid. All questions as to response deadlines for Return Bids, settlement periods, rounding amounts, type the form of documents and Interest Period validity and eligibility of accepted Term Loans, and calculation of Applicable Discounted Price referred to above) established by Loans that are the Manager and agreed to by the Bidder. The Bidder may extend the expiration time subject of an Auction will be determined by notice given at least 24 hours before such expiration time. The provisions of this Exhibit I shall not limit or restrict the Borrower from making voluntary prepayments of any Loans Auction Manager in accordance with the terms of the Loan Documents, in consultation with the Offeror, and the Auction Manager’s determination will be conclusive, absent manifest error. None of the Administrative Agent, the Auction Manager, any other agent or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrower or its Subsidiaries contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under an Auction shall be entitled to the benefits of the provisions of Article 8 and Section 2.12 9.03 of the Credit AgreementAgreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction. Attention: [·] Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇This Exhibit L shall not require the Borrower or any of its Subsidiaries to initiate any Auction, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies and Gentlemen: Reference nor shall any Lender be obligated to participate in any Auction. This Compliance Certificate (this “Certificate”) is made delivered pursuant to Section 5.01(e) of the Credit Agreement dated as of February 1426, 2013 2021 (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation ▇▇▇▇▇▇▇ Kodak Company (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties Lenders party thereto, and Credit Suisse AGAlter Domus (US) LLC, as Administrative Agent administrative agent (in such capacity, the “Administrative Agent”) and Collateral Agent). Capitalized terms used but not Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings set forth given to them 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 Credit Agreement dated as of February 14, 2013 (the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. The undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:(1) $ [ ] $ [ ] The undersigned Lender acknowledges that the submission of this Return Bid obligates the Lender to accept the purchase of the entirety or its pro rata portion of its Term Loans in the Reply Amount at the Applicable Discounted Price, and that this Return Bid may not be withdrawn.

Additional Procedures. Neither Sponsor nor the Borrower is required to undertake any Auction, but once Once initiated by an Auction Notice, the Bidder Borrower may not withdraw an AuctionAuction only in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction Manager or (ii) the Borrower has failed to meet a condition set forth in Section 2.21 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will 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 withdrawal rights. Any Return Bid (including any component bid thereof) delivered 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 AmountManager may not be modified, revoked, terminated or cancelled by a Lender. Each However, an Auction may become void if the conditions to the purchase of Term Loans by a Purchasing Borrower Party required by the terms and conditions of Section 2.21 of the Credit Agreement are not met or waived. The purchase price in an Auction respect of each Qualifying Bid for which purchase by a Purchasing Borrower Party is required in accordance with the foregoing provisions shall be consummated pursuant paid directly by such Purchasing Borrower Party to procedures the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (including which shall be not later than fifteen (15) Business Days after the date Return Bids are due). The Borrower shall execute each applicable Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to response deadlines for Return Bids, settlement periods, rounding amounts, type the form of documents and Interest Period validity and eligibility of accepted Term Loans, and calculation of Applicable Discounted Price referred to above) established by Loans that are the Manager and agreed to by the Bidder. The Bidder may extend the expiration time subject of an Auction will be reasonably determined by notice given at least 24 hours before the Auction Manager, in consultation with the Borrower, and their determination will be final and binding so long as such expiration timedetermination is not inconsistent with the terms of Section 2.21 of the Credit Agreement or this Exhibit I. The Auction Manager’s interpretation of the terms and conditions of the offering document, in consultation with the Borrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.21 of the Credit Agreement or this Exhibit I. None of the Administrative Agent, the Auction Manager, any other Agent Related Person or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrower, 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. The provisions of this This Exhibit I shall not limit require the Borrower, any other Loan Party or restrict the Borrower from making voluntary prepayments any of their Affiliates to initiate any Loans in accordance with Section 2.12 of the Credit AgreementAuction. AttentionTHE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. [ ], 2011 Original Principal Amount: [·] Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: $[ ] Re: Auction Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of February 14Westwood One, 2013 (the “Credit Agreement”), among Fairway Group Acquisition CompanyInc., a Delaware corporation (the “BorrowerCompany”), Fairway Group Holdings Corp., a Delaware corporation, hereby promises to pay to the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent order of [ ] (in such capacitytogether with any transferee permitted under the terms hereof, the “Administrative AgentHolder”) ), in no event later than the Maturity Date, the principal amount of $[ ] or such lesser principal amount then outstanding, together with interest thereon calculated in accordance with the provisions of this Senior Subordinated Unsecured PIK Note (the “Note”). This Note and Collateral Agent. any Notes subsequently issued by the Company and having substantially similar terms are collectively referred to herein as the “Notes.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth ascribed to such terms 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 Credit Agreement dated as of February 14, 2013 (the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. The undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:(1) $ [ ] $ [ ] The undersigned Lender acknowledges that the submission of this Return Bid obligates the Lender to accept the purchase of the entirety or its pro rata portion of its Term Loans in the Reply Amount at the Applicable Discounted Price, and that this Return Bid may not be withdrawnSection 4 hereof.

Additional Procedures. Neither Sponsor nor the Borrower is required to undertake any Auction, but once Once initiated by an Auction Notice, the Bidder 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 withdraw be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an AuctionAuction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(f) of the Credit Agreement are not met. Furthermore, The purchase price in respect of each Qualifying Bid for which purchase by 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 any Auction, upon submission by a Lender Qualifying Bid. All questions as to the form of a Return Bid, such Lender documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be obligated to accept determined by the purchase Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(f) of the entirety Credit Agreement or its pro rata portion of its Term Loans in the Reply Amount at the Applicable Discounted Price. this Exhibit M. The Bidder will not have any obligation to purchase any Term Loans outside Auction Manager’s interpretation 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 terms and conditions of the Auction Amount. Each purchase 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 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 aboveSection 9.04(f) established by the Manager and agreed to by the Bidder. The Bidder may extend the expiration time of an Auction by notice given at least 24 hours before such expiration time. The provisions of this Exhibit I shall not limit or restrict the Borrower from making voluntary prepayments of any Loans in accordance with Section 2.12 of the Credit AgreementAgreement or this Exhibit 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 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. Attention: [·] Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇Notwithstanding anything to the contrary contained herein or in any other Loan Document, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: this Exhibit M shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. JOINDER AGREEMENT TO THE CREDIT AGREEMENT dated as of [ ], 20[ ] Re: Auction Ladies and Gentlemen: Reference is made (this “Joinder”), to the Credit Agreement dated as of February 14June 3, 2013 2020 (the “Credit Agreement”), among Fairway Group Acquisition CompanyChampionX Holding Inc., a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp.the Lenders party thereto and Bank of America, a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AGN.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. [The 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 Credit Agreement dated as of February 14, 2013 (the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. The undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:(1) $ [ ] $ [ ] The undersigned Lender acknowledges that the submission of this Return Bid obligates the Lender to accept the purchase of the entirety or its pro rata portion of its Term Loans in the Reply Amount at the Applicable Discounted Price, and that this Return Bid may not be withdrawn.

Additional Procedures. Neither Sponsor nor the Borrower is required to undertake any Auction, but once Once initiated by an Auction Notice, the Bidder may not withdraw an Auction. FurthermoreBorrower must, 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 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 Manager and agreed to by the Bidder. The Bidder may extend the expiration time of an Auction by notice given at least 24 hours before such expiration time. The provisions of this Exhibit I shall not limit or restrict the Borrower from making voluntary prepayments of any Loans in accordance with Section 2.12 2.17(b) of the Credit Agreement, terminate any Discounted Voluntary Prepayment Offer if it reasonably believes that it will fail to satisfy one or more of the 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 prepayment of Term B Loans pursuant to such Discounted Voluntary Prepayment Offer. Attention: [·] Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Term B Lender. However, a Discounted Voluntary Prepayment Offer may become void if the conditions to the prepayment set forth in Section 2.17 of the Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇Agreement are not met. The Borrower shall pay the aggregate purchase price in respect of all Qualifying Bids for which prepayment by the Borrower are required in accordance with the foregoing provisions to the 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 the Borrower and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). All questions as to the form of documents and eligibility of Term B Loans that are the subject of a Discounted Voluntary Prepayment Offer will be determined by the Auction Manager, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: in consultation with the Borrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.17 of the Credit Agreement or this Exhibit H. The Auction Ladies Manager’s interpretation of the terms and Gentlemen: conditions of the Auction Notice, in consultation with the Borrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.17 of the Credit Agreement or this Exhibit H. None of the Administrative Agent, the Auction Manager or any of their Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrower, the Loan Parties, or any of their Affiliates (whether contained in an 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 H shall not require the Borrower to initiate any Discounted Voluntary Prepayment Offer. Reference is hereby made to the that certain Credit Agreement dated as of February 14November 30, 2013 2017 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Fairway Group Acquisition CompanyEntravision Communications Corporation, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp.Bank of America, a Delaware corporationN.A., the several banks as Administrative Agent, and other financial institutions or entities each lender from time to time parties party thereto. Pursuant to the provisions of Section 3.01(e)(ii)(B) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the 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 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 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 and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) no interest payments under any Loan Documents are effectively connected with its conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W‑8BEN (or W‑8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 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 the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its direct or indirect partners/members claiming the portfolio interest exemption (“Applicable Partners/Members”) is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its Applicable Partners/Members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (v) none of its Applicable Partners/Members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (vi) no interest payments under any Loan Documents are effectively connected with its or its Applicable Partners’/Members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W‑8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W‑8BEN (or W‑8BEN-E, as applicable) or (ii) an IRS Form W‑8IMY accompanied by an IRS Form W‑8BEN (or W‑8BEN-E, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 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 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 time party thereto, and Bank of America, N.A., as Administrative Agent DATE: [Date] The Borrower hereby notifies the Administrative Agent that on __________17 pursuant to the terms of Section 2.05 (Prepayments) of the Credit Suisse AGAgreement, 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 thereto and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent). Capitalized terms used but not otherwise defined herein shall have the meanings set forth assigned in the Credit Agreement and or 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 Credit Agreement dated as of February 14, 2013 (the “Credit Security Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. The undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:(1) $ [ ] $ [ ] The undersigned Lender acknowledges that the submission of this Return Bid obligates the Lender to accept the purchase of the entirety or its pro rata portion of its Term Loans in the Reply Amount at the Applicable Discounted Price, and that this Return Bid may not be withdrawn.

Additional Procedures. Neither Sponsor nor the Borrower is required to undertake any Auction, but once Once initiated by an Auction Notice, the Bidder Offeror may not withdraw an Auction by written notice to the Auction Manager so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice; provided that that the Offeror’s obligation to purchase Refinancing 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 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 obligated modified, revoked, terminated or cancelled; provided that a Lender may modify a Return Bid at any time prior to accept the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, an Auction shall become void if the Offeror fails to satisfy one or more of the conditions to the purchase of the entirety or its pro rata portion of its Refinancing Term Loans set forth in Section 9.04(b) of the Reply Amount at Credit Agreement, as applicable, or to otherwise comply with any of the Applicable Discounted Priceprovisions of such Section 9.04(b). The Bidder will not have any obligation to purchase any price for all Refinancing Term Loans outside of the applicable Discount Range nor will any Return Bids outside such applicable Discount Range be considered in any calculation of the Applicable Discounted Price or satisfaction of the Auction Amount. Each purchase of Term Loans purchased in an Auction shall be consummated pursuant paid in cash by the Offeror directly to procedures the respective assigning Lender on a settlement date as determined by the Auction Manager in consultation with the Offeror (including which shall be no later than ten (10) Business Days after the date Return Bids are due). The Offeror shall execute each applicable Affiliate Assignment Agreement received in connection with a Qualifying Bid. All questions as to response deadlines for Return Bids, settlement periods, rounding amounts, type the form of documents and Interest Period validity and eligibility of accepted Refinancing Term Loans, and calculation of Applicable Discounted Price referred to above) established by Loans that are the Manager and agreed to by the Bidder. The Bidder may extend the expiration time subject of an Auction will be determined by notice given at least 24 hours before such expiration time. The provisions of this Exhibit I shall not limit or restrict the Borrower from making voluntary prepayments of any Loans Auction Manager in accordance with the terms of the Loan Documents, in consultation with the Offeror, and the Auction Manager’s determination will be conclusive, absent manifest error. None of the Administrative Agent, the Auction Manager, any other agent or any of their respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrower or its Subsidiaries contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. The Auction Manager acting in its capacity as such under an Auction shall be entitled to the benefits of the provisions of Article 8 and Section 2.12 9.03 of the Credit Agreement. Attention: [·] Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies and Gentlemen: Reference is made Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction. This Exhibit L shall not require the Borrower or any of its Subsidiaries to initiate any Auction, nor shall any Lender be obligated to participate in any Auction. This Compliance Certificate (this “Certificate”) is delivered pursuant to Section 5.01(e) of the Amended and Restated Credit Agreement dated as of February 14the First Amendment Effective Date (as amended, 2013 (restated, modified and/or supplemented from time to time, the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation ▇▇▇▇▇▇▇ Kodak Company (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties Lenders party thereto, and Credit Suisse AGAlter Domus (US) LLC, as Administrative Agent administrative agent (in such capacity, the “Administrative Agent”) and Collateral Agent). Capitalized terms used but not Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings set forth given to them 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 Credit Agreement dated as of February 14, 2013 (the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. The undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:(1) $ [ ] $ [ ] The undersigned Lender acknowledges that the submission of this Return Bid obligates the Lender to accept the purchase of the entirety or its pro rata portion of its Term Loans in the Reply Amount at the Applicable Discounted Price, and that this Return Bid may not be withdrawn.

Additional Procedures. Neither Sponsor nor the Borrower is required to undertake any Auction, but once Once initiated by an Auction Notice, the Bidder Borrowers may withdraw an Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from either Borrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not withdraw an Auction. Furthermorebe modified, in connection with any Auctionrevoked, upon submission by terminated or cancelled; provided that a Lender of 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, such Lender will be obligated to accept the purchase an Auction shall become void if either of the entirety Borrowers fails to satisfy one 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 more of the applicable Discount Range nor will any Return Bids outside such applicable Discount Range be considered in any calculation of conditions to the Applicable Discounted Price or satisfaction of the Auction Amount. Each purchase of Term Loans set forth 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 Manager and agreed to by the Bidder. The Bidder may extend the expiration time of an Auction by notice given at least 24 hours before such expiration time. The provisions of this Exhibit I shall not limit or restrict the Borrower from making voluntary prepayments of any Loans in accordance with Section 2.12 2.22 of the Credit Agreement. Attention: The purchase price for each Discounted Prepayment shall be paid in cash by the Administrative Borrower (on behalf of the Borrowers) directly to the assigning Lenders on a settlement date as determined by agreement of the Auction Manager and the Administrative Borrower (on behalf of the Borrowers) (which shall be no later than 10 Business Days after the date Return Bids are due). The Borrowers shall execute each applicable Borrower Assignment and Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with the Administrative Borrower (on behalf of the Borrowers), and the Auction Manager’s determination will be final and binding so long as such determination is not inconsistent with the provisions of Section 2.22 of the Credit Agreement or this Exhibit G. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the Administrative Borrower (on behalf of the Borrowers), will be final and binding so long as such determination is not inconsistent with the provisions of Section 2.22 of the Credit Agreement or this Exhibit G. None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the other Loan Parties, or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Immediately upon the consummation of a Discounted Prepayment, the Term Loans subject to such Discounted Prepayment and all rights and obligations as a Lender related to such Term Loans shall for all purposes (including under the Credit Agreement, the other Loan Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and the Borrowers shall neither obtain nor have any rights as a Lender under the Credit Agreement or under the other Loan Documents by virtue of such Discounted Prepayment. This Exhibit G shall not require the Borrowers to initiate any Auction. $[·___________] New York, New York FOR VALUE RECEIVED, the undersigned Borrowers (as defined in the Credit Suisse ▇▇ ▇▇▇▇Agreement referred to below), HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to the order of______________ (or its registered assigns) (the “Lender”), on the Term Loan Maturity Date, at the offices of Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) pursuant to the Credit Agreement (as hereinafter defined) for the financial institutions party thereto as Lenders, at its address at 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies ▇, or at such other place as the Administrative Agent may designate from time to time in writing, in lawful money of the United States of America and Gentlemen: Reference is made to in immediately available funds, the principal amount of the lesser of (a)__________________________ DOLLARS AND_____CENTS ($__________) and (b) the aggregate unpaid principal amount of all Term Loans of the Lender outstanding under the Credit Agreement referred to below. The Borrowers further jointly and severally agree to pay interest in like money at such office on the unpaid principal amount hereof from time to time at the rates, and on the dates, specified in Section 2.06 of the Credit Agreement. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein. The holder of this Note may endorse and attach a schedule to reflect the date, Type and amount of each Term Loan of the Lender outstanding under the Credit Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of each interest rate conversion or continuation pursuant to Section 2.08 of the Credit Agreement and the principal amount subject thereto; provided that the failure of the Lender to make any such recordation (or any error in such recordation) shall not affect the obligations of the Borrowers hereunder or under the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, dated as of February 14June 22, 2013 2017 (as the same now exists or may hereafter be amended, amended and restated, modified, supplemented, extended, renewed, restated or otherwise modified from time to time, the “Credit Agreement”), among Fairway Group Acquisition CompanyInternational Seaways, Inc., a Delaware M▇▇▇▇▇▇▇ Islands corporation (“Holdings”), International Seaways Operating Corporation, a M▇▇▇▇▇▇▇ Islands corporation (the “Administrative Borrower”), Fairway Group Holdings Corp.OIN Delaware LLC, a Delaware corporationlimited liability company (the “Co-Borrower” and, together with the Administrative Borrower, the several banks and other financial institutions or entities “Borrowers”), the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent for the Lenders, Jefferies Finance LLC, as collateral agent and mortgage trustee for the Secured Parties, Skandinaviska Enskilda B▇▇▇▇▇ ▇▇ (publ), as Issuing Bank, and the other parties thereto. This Note is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default specified in the Credit Suisse AGAgreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. as Administrative Borrower By: Name: Title: as Co-Borrower By: Name: Title: $[_________] New York, New York FOR VALUE RECEIVED, the undersigned Borrowers (as defined in the Credit Agreement referred to below), HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to [the order of]____________________________ [(or its registered assigns)] (the “Lender”), on the Revolving Maturity Date, at the offices of Jefferies Finance LLC, as Administrative Agent administrative agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in pursuant to the Credit Agreement and (as hereinafter defined) for the Auction Procedures. [The Borrower][Sponsor] hereby gives notice to the Lenders that it desires to conduct the following Auction: · Auction Amount: $[ ]financial institutions party thereto as Lenders, 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 $1,000 principal amount of Term Loans [The Borrower][Sponsor] hereby represents that there is no material non-public information that has not been disclosed which, if made public, would reasonably be expected to have a material positive effect on the market price of the Term Loans subject to this Auction. [The Borrower][Sponsor] acknowledges that this Auction Notice may not be withdrawn. The Auction shall be consummated in accordance with Auction Procedures with each Return Bid due by [ ]. Very truly yours, [·], By: Name: Title: Credit Suisse AG ▇▇▇▇at its address at 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇ttention: [ ] Re: Auction Ladies , or at such other place as the Administrative Agent may designate from time to time in writing, in lawful money of the United States of America and Gentlemen: Reference is made to in immediately available funds, the principal amount of the lesser of (a)__________________ DOLLARS AND_____ CENTS ($____________) and (b) the aggregate unpaid principal amount of all Revolving Loans of the Lender outstanding under the Credit Agreement referred to below. The Borrowers further jointly and severally agree to pay interest in like money at such office on the unpaid principal amount hereof from time to time at the rates, and on the dates, specified in Section 2.06 of the Credit Agreement. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein. The holder of this Note may endorse and attach a schedule to reflect the date, Type and amount of each Revolving Loan of the Lender outstanding under the Credit Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of each interest rate conversion or continuation pursuant to Section 2.08 of the Credit Agreement and the principal amount subject thereto; provided that the failure of the Lender to make any such recordation (or any error in such recordation) shall not affect the obligations of the Borrowers hereunder or under the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, dated as of February 14June 22, 2013 2017 (as the same now exists or may hereafter be amended, amended and restated, modified, supplemented, extended, renewed, restated or otherwise modified from time to time, the “Credit Agreement”), among Fairway Group Acquisition CompanyInternational Seaways, Inc., a Delaware M▇▇▇▇▇▇▇ Islands corporation (“Holdings”), International Seaways Operating Corporation, a M▇▇▇▇▇▇▇ Islands corporation (the “Administrative Borrower”), Fairway Group Holdings Corp.OIN Delaware LLC, a Delaware corporationlimited liability company (the “Co-Borrower” and, together with the Administrative Borrower, the several banks and other financial institutions or entities “Borrowers”), the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent for the Lenders, Jefferies Finance LLC, as collateral agent and mortgage trustee for the Secured Parties, Skandinaviska Enskilda B▇▇▇▇▇ ▇▇ (publ), as Swingline Lender and Issuing Bank, and the other parties thereto. This Note is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default specified in the Credit Suisse AGAgreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. as Administrative Borrower By: Name: Title: as Co-Borrower By: Name: Title: $10,000,000.00 New York, New York FOR VALUE RECEIVED, the undersigned Borrowers (as defined in the Credit Agreement referred to below), HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to the order of Skandinaviska Enskilda B▇▇▇▇▇ ▇▇ (publ) (the “Swingline Lender”), on the Revolving Maturity Date, at the offices of Jefferies Finance LLC, as Administrative Agent administrative agent (in such capacity, the “Administrative Agent”) pursuant to the Credit Agreement (as hereinafter defined) for the financial institutions party thereto as Lenders, at its address at 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as the Administrative Agent may designate from time to time in writing, in lawful money of the United States of America and Collateral Agentin immediately available funds, the principal amount of the lesser of (a) TEN MILLION DOLLARS AND ZERO CENTS ($10,000,000.00) and (b) the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Lender to the undersigned pursuant to Section 2.17 of the Credit Agreement referred to below. Capitalized terms The Borrowers further jointly and severally agree to pay interest in like money at such office on the unpaid principal amount hereof from time to time from the date hereof at the rates and on the dates specified in Section 2.06 of the Credit Agreement. Terms used but not herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein herein. The holder of this Note may endorse and attach a schedule to reflect the date, the amount of each Swingline Loan and the date and amount of each payment or prepayment of principal thereof; provided that the failure of the Swingline Lender to make such recordation (or any error in such recordation) shall have not affect the meanings set forth obligations of the Borrowers hereunder or under the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, dated as of June 22, 2017 (as the same now exists or may hereafter be amended, amended and restated, modified, supplemented, extended, renewed, restated, replaced or otherwise modified from time to time, the “Credit Agreement”), among International Seaways, Inc., a M▇▇▇▇▇▇▇ Islands corporation (“Holdings”), International Seaways Operating Corporation, a M▇▇▇▇▇▇▇ Islands corporation (the “Administrative Borrower”), OIN Delaware LLC, a Delaware limited liability company (the “Co-Borrower” and, together with the Administrative Borrower, the “Borrowers”), the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent for the Lenders, Jefferies Finance LLC, as collateral agent and mortgage trustee for the Secured Parties, Skandinaviska Enskilda B▇▇▇▇▇ ▇▇ (publ), as the Swingline Lender and Issuing Bank, and the other parties thereto. This Note is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. This Note is secured and guaranteed as provided in the Credit Agreement and the Auction ProceduresSecurity Documents. The undersigned Lender Reference is hereby gives notice made to the Credit Agreement and the Security Documents for a description of its participation the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default specified in the pending Auction by submitting Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. as Administrative Borrower By: Name: Title: as Co-Borrower By: Name: Title: [attached] [attached] [attached] Reference is hereby made to that certain Credit Agreement, dated as of June 22, 2017 (as the following Return Bid:(1same now exists or may hereafter be amended, amended and restated, modified, supplemented, extended, renewed, restated or otherwise modified from time to time, the “Credit Agreement”), among International Seaways, Inc., a M▇▇▇▇▇▇▇ Islands corporation (“Holdings”), International Seaways Operating Corporation, a M▇▇▇▇▇▇▇ Islands corporation (the “Administrative Borrower”), OIN Delaware LLC, a Delaware limited liability company (the “Co-Borrower” and, together with the Administrative Borrower, the “Borrowers”), the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto, Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) $ [ ] $ [ ] The undersigned for the Lenders, Jefferies Finance LLC, as collateral agent and mortgage trustee for the Secured Parties, Skandinaviska Enskilda B▇▇▇▇▇ ▇▇ (publ), as Swingline Lender acknowledges that and Issuing Bank, and the submission of this Return Bid obligates the Lender to accept the purchase of the entirety or its pro rata portion of its Term Loans other parties thereto. Unless otherwise defined herein, terms defined in the Reply Amount at the Applicable Discounted Price, and that this Return Bid may not be withdrawn.Credit Agreem

Additional Procedures. Neither Sponsor nor the Borrower is required to undertake any Auction, but once Once initiated by an Auction Notice, the Bidder applicable Credit Party may not withdraw an Auction only in the event that, as of such time, no Return Bid has been received by the applicable Auction Manager, provided that such Credit Party’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 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 a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the applicable Auction Manager may not be obligated modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to accept the purchase of the entirety or its pro rata portion of its Term Loans in by the Reply Amount at applicable Credit Party required by the Applicable Discounted Priceterms and conditions of Section 2.16 of the Credit Agreement are not met. 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 Amount. Each price for 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 Manager and agreed to by the Bidder. The Bidder may extend the expiration time of an Auction by notice given at least 24 hours before such expiration time. The provisions of this Exhibit I shall not limit or restrict the Borrower from making voluntary prepayments of any Loans in accordance with Section 2.12 2.16 of the Credit AgreementAgreement shall be paid directly by the applicable Credit Party, in each case directly to the respective assigning Lender on a settlement date as determined by the applicable Auction Agent in consultation with the Borrower (which shall be no later than five (5) Business Days after the date Return Bids are due). AUCTION NOTICE [Credit Party Letterhead] [Auction Manager] Attention: [·___] Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ AttentionFax No.: [ [____] Email: [______] Re: Loan Auction Ladies and Gentlemen: Reference is made to the that certain Amended and Restated Credit Agreement Agreement, dated as of February 14October 19, 2013 2018 (as amended, restated, amended and restated, modified, supplemented, increased or extended from time to time, the “Credit Agreement”), by and among Fairway Group Acquisition Companyby and among Dycom Industries, a Delaware corporation Inc. (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities Guarantors from time to time parties party thereto, the Lenders from time to time party thereto and Credit Suisse AGBank of America, N.A., as Administrative Agent (in such capacityAgent, the “Administrative Agent”) Swingline Lender and Collateral AgentL/C Issuer. Capitalized terms used but not otherwise defined herein shall have the meanings set forth given to such terms in the Credit Agreement and the Auction ProceduresAgreement. [The Borrower][SponsorNAME OF ASSIGNEE] (the “Purchaser”) 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 [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] Purchaser acknowledges that this Auction Notice may not be withdrawnwithdrawn 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: Credit Suisse AG ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇ttention[Auction Manager] Attention: [ [___] ReFax No.: Auction [____] Email: [______] Ladies and Gentlemen: Reference is made to the that certain Amended and Restated Credit Agreement Agreement, dated as of February 14October 19, 2013 2018 (as amended, restated, amended and restated, modified, supplemented, increased or extended from time to time, the “Credit Agreement”), by and among Fairway Group Acquisition Companyby and among Dycom Industries, a Delaware corporation Inc. (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities Guarantors from time to time parties party thereto, the Lenders from time to time party thereto and Credit Suisse AGBank of America, N.A., as Administrative Agent (in such capacityAgent, the “Administrative Agent”) Swingline Lender and Collateral AgentL/C Issuer. Capitalized terms used but not otherwise defined herein shall have the meanings set forth given to such terms in the Credit Agreement and the Auction ProceduresAgreement. The undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:(1) $ 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 accept the purchase of sell the entirety or its pro rata portion of its Term Loans in the Reply Amount at in accordance with the Applicable Discounted PriceAuction Procedures, as applicable. (price per $1,000) $ $ $ $ $ $ Very truly yours, [NAME OF LENDER] By: Name: Title: 1 Lender may submit up to three component bids but need not submit more than one. The sum of Lender’s bid(s) may not exceed the aggregate principal face amount of Term Loans held by it. Annex C to Exhibit 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 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 that the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Auction Manager as contemplated in the Auction Procedures, all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of 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 Return Bid may not be withdrawnAssignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Neither Sponsor nor the Borrower is required to undertake any Auction, but once initiated by After delivery of an Auction Notice, the Bidder 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 withdraw be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an AuctionAuction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(f) of the Loan Agreement are not met. Furthermore, The purchase price in respect of each Qualifying Bid for which purchase by 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 any Auction, upon submission by a Lender Qualifying Bid. All questions as to the form 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 Amount. Each purchase documents and eligibility 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 that are the Manager and agreed to by the Bidder. The Bidder may extend the expiration time subject of an Auction Purchase Offer will be determined by notice given at least 24 hours before the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such expiration timedetermination is not inconsistent with the terms of Section 9.04(f) of the Loan Agreement or this Exhibit F-1. The provisions 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 9.04(f) of the Loan Agreement or this Exhibit I 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 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 F-1 shall not limit or restrict require any Purchasing Borrower Party to initiate any Auction Purchase Offer. [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the Borrower from making voluntary prepayments of any Loans in accordance with Section 2.12 of the Credit Agreement. Attention: [·] Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies “Assignment and Gentlemen: Reference Assumption”) is made to the Credit Agreement dated as of February 14, 2013 the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Credit AgreementAssignor”), among Fairway Group Acquisition Company, a Delaware corporation ) and [Insert name of Assignee] (the “BorrowerAssignee”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth given to them in the Credit Loan Agreement and the Auction Procedures. [The Borrower][Sponsor] hereby gives notice to the Lenders that it desires to conduct the following Auction: · Auction Amount: $[ ]identified below (as amended, 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 Credit Agreement dated as of February 14, 2013 (the “Credit Loan Agreement”), among Fairway Group Acquisition Company, receipt of a Delaware corporation (copy of which is hereby acknowledged by the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks Assignee. The Standard Terms and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Credit Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the Auction Procedures. The undersigned Lender hereby gives notice extent related to the amount and percentage interest identified below of its participation in the pending Auction by submitting the following Return Bid:(1) $ [ ] $ [ ] The undersigned Lender acknowledges that the submission all of this Return Bid obligates the Lender to accept the purchase such outstanding rights and obligations of the entirety Assignor under the facility identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or its pro rata portion unknown, arising under or in connection with the 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 its Term Loans the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Reply Amount at rights and obligations sold and assigned pursuant to clause (i) above (the Applicable Discounted Pricerights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and that this Return Bid may not be withdrawnAssumption, without representation or warranty by the Assignor.

Additional Procedures. Neither Sponsor nor the Borrower is required to undertake any Auction, but once initiated by After delivery of an Auction Notice, the Bidder applicable Purchasing Borrower Party may not withdraw an Auction. Furthermore, in connection with any Auction, upon submission Auction Purchase Offer only if no Qualifying Bid has been received 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 Auction Manager at the Applicable Discounted Pricetime of withdrawal. The Bidder will not have Any Return Bid (including any obligation component bid thereof) delivered 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 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 Manager and agreed to by the Bidder. The Bidder may extend the expiration time of an Auction by notice given at least 24 hours before such expiration time. The provisions of this Exhibit I shall not limit or restrict the Borrower from making voluntary prepayments of any Loans in accordance with Section 2.12 of the Credit Agreement. Attention: [·] Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of February 14, 2013 (the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. [The 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, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(e) of the Loan Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the 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 9.04(e) of the Loan Agreement or this Exhibit H-1. The Auction shall be consummated in accordance with Auction Procedures with each Return Bid due by [ ]. Very truly yours, [·], By: Name: Title: Credit Suisse AG ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇ttention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of February 14, 2013 (the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. The undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:(1) $ [ ] $ [ ] The undersigned Lender acknowledges that the submission of this Return Bid obligates the Lender to accept the purchase Manager’s interpretation of the entirety or its pro rata portion terms and conditions of its Term Loans the offering document, in consultation with the Reply Amount at applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the Applicable Discounted Price, and that this Return Bid may not be withdrawn.terms of Section

Additional Procedures. Neither Sponsor nor the Borrower is required to undertake any Auction, but once initiated by After delivery of an Auction Notice, the Bidder 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 withdraw be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an AuctionAuction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(e) of the Loan Agreement are not met. Furthermore, The purchase price in respect of each Qualifying Bid for which purchase by 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 any Auction, upon submission by a Lender Qualifying Bid. All questions as to the form 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 Amount. Each purchase documents and eligibility 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 that are the Manager and agreed to by the Bidder. The Bidder may extend the expiration time subject of an Auction Purchase Offer will be determined by notice given at least 24 hours before the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such expiration timedetermination is not inconsistent with the terms of Section 9.04(e) of the Loan Agreement or this Exhibit H-1. The provisions 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 9.04(e) of the Loan Agreement or this Exhibit I 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 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 H-1 shall not limit or restrict require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H-2 [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (the Borrower from making voluntary prepayments of any Loans in accordance with Section 2.12 of the Credit Agreement. Attention: [·] Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies “Assignment and Gentlemen: Reference Assumption”) is made to the Credit Agreement dated as of February 14, 2013 the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Credit AgreementAssignor”), among Fairway Group Acquisition Company, a Delaware corporation ) and [Insert name of Assignee] (the “BorrowerAssignee”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth given to them in the Credit Loan Agreement and the Auction Procedures. [The Borrower][Sponsor] hereby gives notice to the Lenders that it desires to conduct the following Auction: · Auction Amount: $[ ]identified below (as amended, 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 Credit Agreement dated as of February 14, 2013 (the “Credit Loan Agreement”), among Fairway Group Acquisition Company, receipt of a Delaware corporation (copy of which is hereby acknowledged by the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks Assignee. The Standard Terms and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Credit Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the Auction Procedures. The undersigned Lender hereby gives notice extent related to the amount and percentage interest identified below of its participation in the pending Auction by submitting the following Return Bid:(1) $ [ ] $ [ ] The undersigned Lender acknowledges that the submission all of this Return Bid obligates the Lender to accept the purchase such outstanding rights and obligations of the entirety Assignor under the facility identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or its pro rata portion unknown, arising under or in connection with the 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 its Term Loans the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Reply Amount at rights and obligations sold and assigned pursuant to clause (i) above (the Applicable Discounted Pricerights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and that this Return Bid may not be withdrawnAssumption, without representation or warranty by the Assignor.

Additional Procedures. Neither Sponsor nor the No Borrower is required to undertake any Auction, but once initiated by an Auction Notice, the Bidder 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 accept the purchase of sell the entirety or its pro rata portion of its Term Loans in the Reply Amount at the Applicable Discounted Price. The Bidder Borrower will not have any obligation to purchase any Term Applicable Loans outside of the applicable Discount Range nor will any Return Bids outside such applicable Discount Range be considered in any calculation of the Applicable Discounted Price or satisfaction of the Auction Amount. Each purchase of Term Applicable Loans in an Auction shall be consummated pursuant to procedures (including as to response deadlines for Return Bids, settlement periodsdeadlines, rounding amounts, type and Interest Period of accepted Term 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 Manager, the Administrative Agent and agreed to by the BidderBorrower. The Bidder To the extent that no Lenders have validly tendered any Applicable Loans of a Class requested in an Auction Notice, the Borrower may amend such Auction Notice for such Applicable Loans at least 24 hours before the then-scheduled expiration time for such Auction. In addition, the Borrower may extend the expiration time of an Auction by notice given at least 24 hours before such expiration time. The provisions of this Exhibit I D shall not limit or restrict the Borrower Borrowers from making voluntary prepayments of any Applicable Loans in accordance with Section 2.12 the provisions of the Credit Agreement. [Manager] [Address] Attention: [·[ ] Credit Suisse ▇▇ ▇▇▇▇▇▇ AG, Cayman Islands Branch, as Administrative Agent Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of February 14October 31, 2013 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Fairway Group Acquisition CompanyCBRE Services, Inc., a Delaware corporation, CBRE Limited, a limited company organized under the laws of England and Wales, CBRE Limited, a corporation (organized under the “Borrower”)laws of the province of New Brunswick, Fairway Group Holdings Corp.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 several banks and other financial institutions or entities lenders from time to time parties theretoparty thereto (the “Lenders”), and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (in such capacity, for the “Administrative Agent”) and Collateral AgentLenders. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction ProceduresProcedures set forth as Exhibit D thereto. [The Borrower][Sponsor] undersigned Borrower hereby gives notice to the Lenders holders of the [Tranche A] [Other Term] Loans 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 Credit Agreement dated as of February 14, 2013 (the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. The undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:(1) $ [ ] $ [ ] The undersigned Lender acknowledges that the submission of this Return Bid obligates the Lender to accept the purchase of the entirety or its pro rata portion of its Term Loans in the Reply Amount at the Applicable Discounted Price, and that this Return Bid may not be withdrawn.:

Additional Procedures. Neither Sponsor nor the Borrower is required to undertake any Auction, but once initiated by After delivery of an Auction Notice, the Bidder 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 withdraw be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an AuctionAuction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(e) of the Loan Agreement are not met. Furthermore, The purchase price in respect of each Qualifying Bid for which purchase by 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 any Auction, upon submission by a Lender Qualifying Bid. All questions as to the form 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 Amount. Each purchase documents and eligibility 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 that are the Manager and agreed to by the Bidder. The Bidder may extend the expiration time subject of an Auction Purchase Offer will be determined by notice given at least 24 hours before the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such expiration timedetermination is not inconsistent with the terms of Section 9.04(e) of the Loan Agreement or this Exhibit H-1. The provisions 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 9.04(e) of the Loan Agreement or this Exhibit I 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 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 H-1 shall not limit or restrict require any Purchasing Borrower Party to initiate any Auction Purchase Offer. This Affiliated Lender Assignment and Assumption (the Borrower from making voluntary prepayments of any Loans in accordance with Section 2.12 of the Credit Agreement. Attention: [·] Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies “Assignment and Gentlemen: Reference Assumption”) is made to the Credit Agreement dated as of February 14, 2013 the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Credit AgreementAssignor”), among Fairway Group Acquisition Company, a Delaware corporation ) and [Insert name of Assignee] (the “BorrowerAssignee”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth given to them in the Credit Loan Agreement and the Auction Procedures. [The Borrower][Sponsor] hereby gives notice to the Lenders that it desires to conduct the following Auction: · Auction Amount: $[ ]identified below (as amended, 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 Credit Agreement dated as of February 14, 2013 (the “Credit Loan Agreement”), among Fairway Group Acquisition Company, receipt of a Delaware corporation (copy of which is hereby acknowledged by the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks Assignee. The Standard Terms and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Credit Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the Auction Procedures. The undersigned Lender hereby gives notice extent related to the amount and percentage interest identified below of its participation in the pending Auction by submitting the following Return Bid:(1) $ [ ] $ [ ] The undersigned Lender acknowledges that the submission all of this Return Bid obligates the Lender to accept the purchase such outstanding rights and obligations of the entirety Assignor under the facility identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or its pro rata portion unknown, arising under or in connection with the 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 its Term Loans the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Reply Amount at rights and obligations sold and assigned pursuant to clause (i) above (the Applicable Discounted Pricerights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and that this Return Bid may not be withdrawnAssumption, without representation or warranty by the Assignor.

Additional Procedures. Neither Sponsor nor the Borrower is required to undertake any Auction, but once Once initiated by an Auction Notice, the Bidder 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 withdraw be withdrawn, modified, revoked, terminated or canceled by a Lender. However, an AuctionAuction 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. Furthermore, 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 any Auction, upon submission by a Lender Qualifying Bid. All questions as to the form 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 Amount. Each purchase documents and eligibility 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 that are the Manager and agreed to by the Bidder. The Bidder may extend the expiration time subject of an Auction Purchase Offer will be determined by notice given at least 24 hours before the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such expiration time. The provisions determination is not inconsistent with the terms of Section 2.24 of the First Lien Credit Agreement or this Exhibit I 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 limit or restrict 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 from making voluntary prepayments of any Loans “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 accordance with Section 2.12 of its capacity as administrative agent and collateral agent (in such capacity, the Credit Agreement“Collateral Agent”) for the Secured Parties. Attention: [·] Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the First Lien Credit Agreement dated as of February 14August 20, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Fairway Group Acquisition Companythe Borrower, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporationHoldings, the several banks Lenders party thereto and other financial institutions or entities from time to time parties theretoJPMorgan Chase Bank, and Credit Suisse AGN.A., as Administrative Agent (in such capacity, administrative agent. The Lenders have agreed to extend credit to the “Administrative Agent”) Borrower subject to the terms and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings conditions set forth in the Credit Agreement 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 Auction Procedures. [The Borrower][Sponsor] hereby gives notice Subsidiary Loan Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit 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 Borrower pursuant to the Auction] · Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Term Loans [The Borrower][Sponsor] hereby represents that there is no material non-public information that has not been disclosed which, if made public, would reasonably be expected to have a material positive effect on the market price of the Term Loans subject to this Auction. [The Borrower][Sponsor] acknowledges that this Auction Notice may not be withdrawn. The Auction shall be consummated in accordance with Auction Procedures with each Return Bid due by [ ]. Very truly yours, [·], By: Name: Title: Credit Suisse AG ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇ttention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of February 14, 2013 (and are willing to execute and deliver this Agreement in order to induce the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporationLenders to extend such credit. Accordingly, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, hereto agree as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. The undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:(1) $ [ ] $ [ ] The undersigned Lender acknowledges that the submission of this Return Bid obligates the Lender to accept the purchase of the entirety or its pro rata portion of its Term Loans in the Reply Amount at the Applicable Discounted Price, and that this Return Bid may not be withdrawn.follows:

Additional Procedures. Neither Sponsor nor the Borrower is required to undertake any Auction, but once Once initiated by an Auction Notice, the Bidder Buyback Party may not withdraw an Auction if (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. Furthermore, in 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 withdrawal rights. Any Return Bid delivered to the Administrative Agent may not be modified, revoked, terminated or cancelled by a Lender. The purchase any price for each Term Loans outside of the applicable Discount Range nor will any Return Bids outside such applicable Discount Range be considered in any calculation of the Applicable Discounted Price or satisfaction of the Auction Amount. Each purchase of Term Loans Loan repurchased in an Auction shall be consummated pursuant to procedures (including paid on a settlement date 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 determined by the Manager Administrative Agent and the Buyback Party (which shall be no later than five Business Days after the date Return Bids are due, or as otherwise reasonably agreed to by the BidderAdministrative Agent and the applicable Buyback Party). The Bidder may extend Buyback Party shall execute each applicable Assignment and Acceptance received in connection with a Qualifying Bid. Notwithstanding the expiration time foregoing, these procedures and the terms of an Auction may be amended or modified by notice given at least the Administrative Agent with the Borrower’s consent (including the economic terms of 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 Discount Range); provided, further, that no such amendments or modifications may be implemented after 24 hours before such expiration timeprior to the Expiration Time. The provisions of this This Exhibit I shall not limit or restrict require the Borrower from making voluntary prepayments of to initiate any Loans in accordance with Section 2.12 of the Credit Agreement. Attention: [·] Credit Suisse ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of February 14, 2013 (the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. [The 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 Credit Agreement dated as of February 14, 2013 (the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. The undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:(1) $ [ ] $ [ ] The undersigned Lender acknowledges that the submission of this Return Bid obligates the Lender to accept the purchase of the entirety or its pro rata portion of its Term Loans in the Reply Amount at the Applicable Discounted Price, and that this Return Bid may not be withdrawn.