Common use of Additional Procedures Clause in Contracts

Additional Procedures. Once initiated by an Auction Notice, the Borrower may withdraw an Auction only in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction 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 not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by 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 respect of each Qualifying Bid for which purchase by a Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than 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 the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be reasonably determined by the Auction Manager, in consultation with the Borrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.21 of the Credit Agreement or this Exhibit I. The Auction Manager’s interpretation of the terms and conditions of the 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. This Exhibit I shall not require the Borrower, any other Loan Party or any of their Affiliates to initiate any Auction. THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. [ ], 2011 Original Principal Amount: $[ ] Westwood One, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of [ ] (together with any transferee permitted under the terms hereof, the “Holder”), in no event later than the Maturity Date, the principal amount of $[ ] or such lesser principal amount then outstanding, together with interest thereon calculated in accordance with the provisions of this Senior Subordinated Unsecured PIK Note (the “Note”). This Note and 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 ascribed to such terms in Section 4 hereof.

Additional Procedures. Once initiated by an Auction Notice, the Borrower Offeror may withdraw an Auction only in by written notice to the event that, (i) Auction Manager so long as of such time, no Qualifying Bid has Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice; provided that that the Offeror’s obligation to purchase 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) the Borrower has failed there being no pending actions, suits or proceedings pending or threatened, in each case brought by a third party, in writing that seek to meet a condition set forth in Section 2.21 of the Credit Agreementenjoin such Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by cancelled; provided that a LenderLender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, an Auction may shall become void if the Offeror fails to satisfy one or more of the conditions to the purchase of Refinancing Term Loans by a Purchasing Borrower Party required by the terms and conditions of set forth in Section 2.21 9.04(b) of the Credit Agreement are not met Agreement, as applicable, or waivedto otherwise comply with any of the provisions of such Section 9.04(b). The purchase price for all Refinancing Term Loans purchased in respect of each Qualifying Bid for which purchase by a Purchasing Borrower Party is required in accordance with the foregoing provisions an Auction shall be paid in cash by the Offeror directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Offeror (which shall be not no later than fifteen ten (1510) Business Days after the date Return Bids are due). The Borrower Offeror shall execute each applicable Auction Affiliate Assignment and Assumption Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Refinancing Term Loans that are the subject of an Auction will be reasonably determined by the Auction ManagerManager in accordance with the terms of the Loan Documents, in consultation with the BorrowerOfferor, and their the Auction Manager’s determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.21 of the Credit Agreement or this Exhibit I. The Auction Manager’s interpretation of the terms and conditions of the offering documentconclusive, 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. absent manifest error. None of the Administrative Agent, the Auction Manager, any other Agent Related Person agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrower, the Loan Parties, Borrower or any of their Affiliates (whether its Subsidiaries contained in an offering document the Offer Documents or otherwise) otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. 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 9.03 of the Credit Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction. This Exhibit I L shall not require the Borrower, any other Loan Party Borrower or any of their Affiliates its Subsidiaries to initiate any Auction, nor shall any Lender be obligated to participate in any Auction. THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933This Compliance Certificate (this “Certificate”) is delivered pursuant to Section 5.01(e) of the Amended and Restated Credit Agreement dated as of the First Amendment Effective Date (as amended, AS AMENDEDrestated, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLDmodified and/or supplemented from time to time, TRANSFERREDthe “Credit Agreement”), 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: $[ ] Westwood One, Inc., a Delaware corporation among ▇▇▇▇▇▇▇ Kodak Company (the “CompanyBorrower”), hereby promises to pay to the order of [ ] Lenders party thereto, and Alter Domus (together with any transferee permitted under the terms hereofUS) LLC, as administrative agent (in such capacity, the “Holder”), in no event later than the Maturity Date, the principal amount of $[ ] or such lesser principal amount then outstanding, together with interest thereon calculated in accordance with the provisions of this Senior Subordinated Unsecured PIK Note (the “NoteAdministrative Agent”). This Note and 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 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings ascribed given to such terms them in Section 4 hereofthe Credit Agreement.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only in the event that, (i) as of such time, if no Qualifying Bid has been received by the Auction Manager or (ii) at the Borrower has failed to meet a condition set forth in Section 2.21 time of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rightswithdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase of Term Loans by a Purchasing Borrower Party required by the terms and conditions of set forth in Section 2.21 9.04(f) of the Credit Agreement are not met or waivedmet. The purchase price in respect of each Qualifying Bid for which purchase by a 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 fifteen (15) ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Auction Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be reasonably determined by the Auction Manager, in consultation with the Borrowerapplicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.21 9.04(f) of the Credit Agreement or this Exhibit I. F. The Auction Manager’s interpretation of the terms and conditions of the offering documentAuction Notice, in consultation with the Borrowerapplicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.21 9.04(f) of the Credit Agreement or this Exhibit I. F. None of the Administrative Agent, the Auction Manager, any other Agent Related Person Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowerapplicable Purchasing Borrower Party, the Loan Parties, Parties or any of their respective Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit I F shall not require the Borrower, any other Loan Purchasing Borrower Party or any of their Affiliates to initiate any AuctionAuction Purchase Offer. THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW [FORM OF] AFFILIATED LENDER ASSIGNMENT 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: $[ ] Westwood One, Inc., a Delaware corporation ASSUMPTION This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”) is dated as of the “Company”), hereby promises to pay to Effective Date set forth below and is entered into by and between the order of [ ] Assignor (together with any transferee permitted under as defined below) and the terms hereof, the “Holder”), in no event later than the Maturity Date, the principal amount of $[ ] or such lesser principal amount then outstanding, together with interest thereon calculated in accordance with the provisions of this Senior Subordinated Unsecured PIK Note Assignee (the “Note”as defined below). This Note and 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 ascribed given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions referred to below and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (a) all the Assignor’s rights and obligations in its capacity as 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 terms outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in Section 4 hereofsuch facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Once No Borrower is required to undertake any Auction, but once initiated by an Auction Notice, the a Borrower may not withdraw an Auction 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 AgreementAuction. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will be obligated to sell the entirety or its pro rata portion of the Reply Amount at the Applicable Discounted Price. The Borrower will not have any withdrawal rightsobligation to purchase any Applicable Loans outside of the applicable Discount Range nor will any Return Bids outside such applicable Discount Range be considered in any calculation of the Applicable Discounted Price or satisfaction of the Auction Amount. Any Return Bid Each purchase of Applicable Loans in an Auction shall be consummated pursuant to procedures (including any component bid thereof) delivered as to response deadlines, rounding amounts, type and Interest Period of accepted Applicable Loans, settlement procedures (including, to the extent Common Stock is used as Auction Manager may not be modifiedConsideration, revoked, terminated or cancelled by a Lender. 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 calculation of the Credit Agreement are not met or waived. The purchase price in respect number of each Qualifying Bid for which purchase shares of Common Stock to be received by a Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than fifteen (15) Business Days after the date Return Bids are due). The Borrower shall execute each applicable Auction Assignment and Assumption received in connection Lenders with a Qualifying Bid) and calculation of Applicable Discounted Price referred to above) established jointly by the Manager, the Administrative Agent and the Borrower. All questions as to To the form extent that no Lenders have validly tendered any Applicable Loans of documents and validity and eligibility of Term a Class requested in an Auction Notice, the Borrower may amend such Auction Notice for such Applicable Loans that are at least 24 hours before the subject then-scheduled expiration time for such Auction. In addition, the Borrower may extend the expiration time of an Auction will be reasonably determined by the Auction Manager, in consultation with the Borrower, and their determination will be final and binding so long as at least 24 hours before such determination is not inconsistent with the terms expiration time. The provisions 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. This Exhibit I D shall not require limit or restrict the Borrower, Borrowers from making voluntary prepayments of any other Loan Party or any of their Affiliates to initiate any Auction. THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. [ ], 2011 Original Principal Amount: $[ ] Westwood One, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of [ ] (together with any transferee permitted under the terms hereof, the “Holder”), in no event later than the Maturity Date, the principal amount of $[ ] or such lesser principal amount then outstanding, together with interest thereon calculated Applicable Loans in accordance with the provisions of this Senior Subordinated Unsecured PIK Note 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 October 31, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CBRE Services, Inc., a Delaware corporation, CBRE Limited, a limited company organized under the laws of England and Wales, CBRE Limited, a corporation organized under the laws of the province of New Brunswick, CBRE Pty Limited, a company organized under the laws of Australia and registered in New South Wales, CBRE Limited, a company organized under the laws of New Zealand, CBRE Group, Inc., a Delaware corporation, the lenders from time to time party thereto (the “NoteLenders”), and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent for the Lenders. This Note and 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 ascribed set forth in the Credit Agreement and the Auction Procedures set forth as Exhibit D thereto. The undersigned Borrower hereby gives notice to such terms in Section 4 hereof.the holders of the [Tranche A] [Other Term] Loans that it desires to conduct the following Auction:

Additional Procedures. Once initiated by After delivery of an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only in the event that, (i) as of such time, if no Qualifying Bid has been received by the Auction Manager or (ii) at the Borrower has failed to meet a condition set forth in Section 2.21 time of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rightswithdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase of Term Loans by a Purchasing Borrower Party required by the terms and conditions of set forth in Section 2.21 9.04(e) of the Credit Loan Agreement are not met or waivedmet. The purchase price in respect of each Qualifying Bid for which purchase by a 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 fifteen (15) ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Auction Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be reasonably determined by the Auction Manager, in consultation with the Borrowerapplicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.21 9.04(e) of the Credit Loan Agreement or this Exhibit I. H-1. The Auction Manager’s interpretation of the terms and conditions of the offering document, in consultation with the Borrowerapplicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.21 9.04(e) of the Credit Loan Agreement or this Exhibit I. H-1. None of the Administrative Agent, the Auction Manager, any other Agent Related Person Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowerapplicable Purchasing Borrower Party, the Loan Parties, Parties or any of their respective Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit I H-1 shall not require the Borrower, any other Loan Purchasing Borrower Party or any of their Affiliates to initiate any AuctionAuction Purchase Offer. THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW EXHIBIT H-2 [FORM OF] AFFILIATED LENDER ASSIGNMENT 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: $[ ] Westwood One, Inc., a Delaware corporation ASSUMPTION This Affiliated Lender Assignment and Assumption (the “CompanyAssignment and Assumption”), hereby promises to pay to ) is dated as of the order Effective Date set forth below and is entered into by and between [Insert name of [ Assignor] (together with any transferee permitted under the terms hereof, the “Holder”), in no event later than the Maturity Date, the principal amount of $[ ] or such lesser principal amount then outstanding, together with interest thereon calculated in accordance with the provisions of this Senior Subordinated Unsecured PIK Note (the “NoteAssignor”) and [Insert name of Assignee] (the “Assignee”). This Note and 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 ascribed given to them in the Loan Agreement identified below (as amended, the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Loan 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 terms outstanding rights and obligations of the 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 Section 4 hereofits capacity as a Lender) against any Person, whether known or 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 the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by After delivery of an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only in the event that, (i) as of such time, if no Qualifying Bid has been received by the Auction Manager or (ii) at the Borrower has failed to meet a condition set forth in Section 2.21 time of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rightswithdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase of Term Loans by a Purchasing Borrower Party required by the terms and conditions of set forth in Section 2.21 10.07(k) of the Credit Agreement are not met or waivedmet. The purchase price in respect of each Qualifying Bid for which purchase by a 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 fifteen (15) ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Auction Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be reasonably determined by the Auction Manager, in consultation with the Borrowerapplicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.21 10.07(k) of the Credit Agreement or this Exhibit I. K. The Auction Manager’s interpretation of the terms and conditions of the offering document, in consultation with the Borrowerapplicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.21 10.07(k) of the Credit Agreement or this Exhibit I. K. None of the Administrative Agent, the Auction Manager, any other Agent Related Person Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowerapplicable Purchasing Borrower Party, the Loan Parties, Parties or any of their respective Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit I K shall not require the Borrower, any other Loan Purchasing Borrower Party or any of their Affiliates to initiate any AuctionAuction Purchase Offer. THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATIONThis Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). [ ]Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Credit Agreement dated as of June 29, 2011 Original Principal Amount: $[ ] Westwood One(as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Team Health Holdings, Inc., a Delaware corporation Team Health, Inc., (the “CompanyBorrower”), hereby promises to pay to the order of [ ] JPMorgan Chase Bank, N.A., as Administrative Agent (together with any transferee permitted under the terms hereofin such capacity, the “HolderAdministrative Agent”), in no event later than the Maturity DateSwing Line Lender and L/C Issuer, the principal amount lenders from time to time party thereto (the “Lenders”) and any other agent party thereto, receipt of $[ ] or such lesser principal amount then outstandinga 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, together with interest thereon calculated 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 provisions Standard Terms and Conditions and the Credit Agreement, as of this Senior Subordinated Unsecured PIK Note 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 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 (including participations in any Letters of Credit or Swing Line Loans included in such facility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “NoteAssigned Interest”). This Note Such sale and any Notes subsequently issued assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Company and having substantially similar terms are collectively referred to herein as the “NotesAssignor.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Section 4 hereof.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only in the event that, (i) as of such time, if no Qualifying Bid has been received by the Auction Manager or (ii) at the Borrower has failed to meet a condition set forth in Section 2.21 time of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rightswithdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase of Term Loans by a Purchasing Borrower Party required by the terms and conditions of set forth in Section 2.21 9.04(f) of the Credit Agreement are not met or waivedmet. The purchase price in respect of each Qualifying Bid for which purchase by a 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 fifteen (15) ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Auction Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be reasonably determined by the Auction Manager, in consultation with the Borrowerapplicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.21 9.04(f) of the Credit Agreement or this Exhibit I. F. The Auction Manager’s interpretation of the terms and conditions of the offering documentAuction Notice, in consultation with the Borrowerapplicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.21 9.04(f) of the Credit Agreement or this Exhibit I. F. None of the Administrative Agent, the Auction Manager, any other Agent Related Person Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowerapplicable Purchasing Borrower Party, the Loan Parties, Parties or any of their respective Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit I F shall not require the Borrower, any other Loan Purchasing Borrower Party or any of their Affiliates to initiate any AuctionAuction Purchase Offer. THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. [ ], 2011 Original Principal Amount: $[ ] Westwood One, Inc., a Delaware corporation This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”) is dated as of the “Company”), hereby promises to pay to Effective Date set forth below and is entered into by and between the order of [ ] Assignor (together with any transferee permitted under as defined below) and the terms hereof, the “Holder”), in no event later than the Maturity Date, the principal amount of $[ ] or such lesser principal amount then outstanding, together with interest thereon calculated in accordance with the provisions of this Senior Subordinated Unsecured PIK Note Assignee (the “Note”as defined below). This Note and 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 ascribed given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions referred to below and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (a) all the Assignor’s rights and obligations in its capacity as 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 terms outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in Section 4 hereofsuch facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only in the event that, (i) as of such time, if no Qualifying Bid has been received by the Auction Manager or (ii) at the Borrower has failed to meet a condition set forth in Section 2.21 time of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rightswithdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled canceled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase of Term Loans by a Purchasing Borrower Party required by the terms and conditions of set forth in Section 2.21 2.24 of the Second Lien Credit Agreement are not met or waivedmet. The purchase price in respect of each Qualifying Bid for which purchase by a 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 fifteen (15) ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Auction Affiliated Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be reasonably determined by the Auction Manager, in consultation with the Borrowerapplicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.21 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 Borrowerapplicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.21 2.24 of the Second Lien Credit Agreement or this Exhibit I. C. None of the Administrative Agent, the Auction Manager, any other Agent Related Person Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowerapplicable 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 I C shall not require the Borrower, any other Loan Purchasing Borrower Party or any of their Affiliates to initiate any AuctionAuction Purchase Offers. THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933THIS SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) is entered into as of August 20, AS AMENDED2013, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLDamong TRINET HR CORPORATION, TRANSFERREDa California corporation (the “Borrower”), PLEDGEDTRINET GROUP, 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: $[ ] Westwood One, Inc.INC., a Delaware corporation (the “CompanyHoldings”), hereby promises to pay to and the order of [ ] 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 any transferee permitted under the terms hereofBorrower, individually a “Grantor”, and collectively the “Grantors”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as administrative agent and collateral agent (in such capacity, the “HolderCollateral Agent”) for the Secured Parties. Reference is made to the Second Lien Credit Agreement dated as of August 20, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), in no event later than among the Maturity DateBorrower, Holdings, the principal amount Lenders party thereto and Wilmington Trust, National Association, as administrative agent. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of $[ ] or the Lenders to extend such lesser principal amount then outstandingcredit are conditioned upon, together with interest thereon calculated in accordance with among other things, the provisions execution and delivery of this Senior Subordinated Unsecured PIK Note (Agreement. Holdings and the “Note”)Subsidiary Loan Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. This Note and any Notes subsequently issued by Accordingly, the Company and having substantially similar terms are collectively referred to herein parties hereto agree as the “Notes.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Section 4 hereof.follows:

Additional Procedures. Once initiated by an Auction Notice, the Borrower Buyback Party may not withdraw an Auction only in the event that, if (ia) as of such time, no Qualifying Bid has any Return Bids have been received by containing a Reply Discount within the Auction Manager or Discount Range and (iib) the Borrower has failed conditions to meet a condition the repurchase set forth in Section 2.21 1.21 of the Credit AgreementAgreement 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”). Furthermore, An Extension may be for a period not in excess of five (5) Business Days after the Expiration Date and the Buyback Party may only make three Extensions per Auction. In connection with any Auction, upon submission by 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 Administrative Agent may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by 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 for each Term Loan repurchased in respect of each Qualifying Bid for which purchase by a Purchasing Borrower Party is required in accordance with the foregoing provisions an Auction shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party the Administrative Agent and the Auction Manager Buyback Party (which shall be not no later than fifteen (15) five Business Days after the date Return Bids are due, or as otherwise reasonably agreed by the Administrative Agent and the applicable Buyback Party). The Borrower Buyback Party shall execute each applicable Auction Assignment and Assumption Acceptance received in connection with a Qualifying Bid. All questions as to Notwithstanding the form of documents foregoing, these procedures and validity and eligibility of Term Loans that are the subject terms of an Auction will may be reasonably determined amended or modified by the Auction Manager, in consultation Administrative Agent with the Borrower, and their determination will be final and binding so long as such determination is not inconsistent with ’s consent (including the economic terms of Section 2.21 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 Credit Agreement Discount Range); provided, further, that no such amendments or this Exhibit I. The Auction Manager’s interpretation of modifications may be implemented after 24 hours prior to the terms and conditions of the offering document, in consultation with the 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 informationExpiration Time. This Exhibit I shall not require the Borrower, any other Loan Party or any of their Affiliates Borrower to initiate any Auction. THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. [ ], 2011 Original Principal Amount: $[ ] Westwood One, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of [ ] (together with any transferee permitted under the terms hereof, the “Holder”), in no event later than the Maturity Date, the principal amount of $[ ] or such lesser principal amount then outstanding, together with interest thereon calculated in accordance with the provisions of this Senior Subordinated Unsecured PIK Note (the “Note”). This Note and 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 ascribed to such terms in Section 4 hereof.

Additional Procedures. Once initiated by an Auction Notice, the Borrower Borrowers may withdraw an Auction only in by written notice to the event that, (i) Auction Manager no later than 24 hours before the original Expiration Time so long as of such time, no Qualifying Bid has Bids have been received by the Auction Manager at or (ii) prior to the Borrower has failed to meet a condition set forth in Section 2.21 of time the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, Auction Manager receives such Lender will not have any withdrawal rightswritten notice from either Borrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by cancelled; provided that a LenderLender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, an Auction may shall become void if either of the Borrowers fails to satisfy one or more of the conditions to the purchase of Term Loans by a Purchasing Borrower Party required by the terms and conditions of set forth in Section 2.21 2.22 of the Credit Agreement are not met or waivedAgreement. The purchase price in respect of for each Qualifying Bid for which purchase by a Purchasing Borrower Party is required in accordance with the foregoing provisions Discounted Prepayment shall be paid in cash by the Administrative Borrower (on behalf of the Borrowers) directly by such Purchasing Borrower Party to the respective assigning Lender Lenders on a settlement date as determined jointly by such Purchasing Borrower Party and agreement of the Auction Manager and the Administrative Borrower (on behalf of the Borrowers) (which shall be not no later than fifteen (15) 10 Business Days after the date Return Bids are due). The Borrower Borrowers shall execute each applicable Auction Borrower Assignment and Assumption Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be reasonably determined by the Auction Manager, in consultation with the BorrowerAdministrative Borrower (on behalf of the Borrowers), and their the Auction Manager’s determination will be final and binding so long as such determination is not inconsistent with the terms provisions of Section 2.21 2.22 of the Credit Agreement or this Exhibit I. G. The Auction Manager’s interpretation of the terms and conditions of the offering documentOffer Document, in consultation with the BorrowerAdministrative Borrower (on behalf of the Borrowers), will be final and binding so long as such interpretation determination is not inconsistent with the terms provisions of Section 2.21 2.22 of the Credit Agreement or this Exhibit I. G. 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 BorrowerBorrowers, the other Loan Parties, or any of their Affiliates (whether contained in an offering document the Offer Documents or otherwise) otherwise or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. 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 I G shall not require the Borrower, any other Loan Party or any of their Affiliates Borrowers to initiate any Auction. THE SECURITY REPRESENTED $[___________] New York, New York FOR VALUE RECEIVED, the undersigned Borrowers (as defined in the Credit Agreement referred to below), HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW JOINTLY 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 SEVERALLY PROMISE TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. [ ], 2011 Original Principal Amount: $[ ] Westwood One, Inc., a Delaware corporation PAY to the order of______________ (or its registered assigns) (the “CompanyLender”), hereby promises to pay to on the order Term Loan Maturity Date, at the offices of [ ] Jefferies Finance LLC, as administrative agent (together with any transferee permitted under the terms hereofin such capacity, the “HolderAdministrative Agent”)) pursuant to the Credit Agreement (as hereinafter defined) for the financial institutions party thereto as Lenders, at its address at 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as the Administrative Agent may designate from time to time in writing, in no event later than lawful money of the Maturity DateUnited States of America and in immediately available funds, the principal amount of the lesser of (a)__________________________ DOLLARS AND_____CENTS ($[ ] or such lesser __________) and (b) the aggregate unpaid principal amount then outstandingof 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 June 22, 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 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 interest thereon calculated in accordance 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 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 Senior Subordinated Unsecured PIK Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. as Administrative Borrower By: Name: Title: as Co-Borrower By: Name: Title: $[_________] New York, New York FOR VALUE RECEIVED, the undersigned Borrowers (as defined in the Credit Agreement referred to below), HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to [the order of]____________________________ [(or its registered assigns)] (the “NoteLender”), on the Revolving Maturity Date, at the offices of Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) pursuant to the Credit Agreement (as hereinafter defined) for the financial institutions party thereto as Lenders, at its address at 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as the Administrative Agent may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the principal amount of the lesser of (a)__________________ DOLLARS AND_____ CENTS ($____________) 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 June 22, 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 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 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 Notes subsequently issued one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. as Administrative Borrower By: Name: Title: as Co-Borrower By: Name: Title: $10,000,000.00 New York, New York FOR VALUE RECEIVED, the undersigned Borrowers (as defined in the Credit Agreement referred to below), HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to the order of Skandinaviska Enskilda B▇▇▇▇▇ ▇▇ (publ) (the “Swingline Lender”), on the Revolving Maturity Date, at the offices of Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) pursuant to the Credit Agreement (as hereinafter defined) for the financial institutions party thereto as Lenders, at its address at 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 in immediately available funds, the principal amount of the lesser of (a) TEN MILLION DOLLARS AND ZERO CENTS ($10,000,000.00) and (b) the aggregate unpaid principal amount of all Swingline Loans made by the Company and having substantially similar terms are collectively Swingline Lender to the undersigned pursuant to Section 2.17 of the Credit Agreement referred to below. The Borrowers further jointly and severally agree to pay interest in like money at such office on the unpaid principal amount hereof from time to time from the date hereof at the rates and on the dates specified in Section 2.06 of the Credit Agreement. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein. The holder of this Note may endorse and attach a schedule to reflect the date, the amount of each Swingline Loan and the date and amount of each payment or prepayment of principal thereof; provided that the failure of the Swingline Lender to make such recordation (or any error in such recordation) shall not affect the obligations of the Borrowers hereunder or under the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, dated as of 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 “Notes.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” Capitalized 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 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 used but not and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. as Administrative Borrower By: Name: Title: as Co-Borrower By: Name: Title: [attached] [attached] [attached] Reference is hereby made to that certain 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 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”) 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. Unless otherwise defined herein shall have herein, terms defined in the meanings ascribed to such terms in Section 4 hereof.Credit Agreem

Additional Procedures. Once initiated by an Auction Notice, the Borrower may withdraw an Auction only must, in accordance with Section 2.17(b) of the event thatCredit Agreement, (i) as terminate any Discounted Voluntary Prepayment Offer if it reasonably believes that it will fail to satisfy one or more of such time, no Qualifying Bid has been received by the Auction Manager or (ii) the Borrower has failed to meet a condition conditions set forth in Section 2.21 2.17(a) of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender Agreement which are required to be met at the time which otherwise would have been the time of a Return Bid, prepayment of Term B Loans pursuant to such Lender will not have any withdrawal rightsDiscounted Voluntary Prepayment Offer. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Term B Lender. However, an Auction a Discounted Voluntary Prepayment Offer may become void if the conditions to the purchase of Term Loans by a Purchasing Borrower Party required by the terms and conditions of prepayment set forth in Section 2.21 2.17 of the Credit Agreement are not met or waivedmet. The Borrower shall pay the aggregate purchase price in respect of each all Qualifying Bid Bids for which purchase prepayment by a Purchasing the Borrower Party is are required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender Administrative Agent for the account of the applicable Term B Lenders not later than 2:00 p.m. on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than fifteen (15) ten Business Days after the date Return Bids are due). The Borrower shall execute each applicable Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term B Loans that are the subject of an Auction a Discounted Voluntary Prepayment Offer will be reasonably determined by the Auction Manager, in consultation with the Borrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.21 2.17 of the Credit Agreement or this Exhibit I. H. The Auction Manager’s interpretation of the terms and conditions of the offering documentAuction Notice, in consultation with the Borrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.21 2.17 of the Credit Agreement or this Exhibit I. H. None of the Administrative Agent, the Auction Manager, any other Agent Related Person Manager 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 Auction Notice or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit I H shall not require the Borrower, any other Loan Party or any of their Affiliates Borrower to initiate any AuctionDiscounted Voluntary Prepayment Offer. THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Reference is hereby made to that certain Credit Agreement dated as of November 30, AS AMENDED2017 (as amended, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLDrestated, TRANSFERREDsupplemented or otherwise modified in writing from time to time, PLEDGEDthe “Credit Agreement”), 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: $[ ] Westwood One, Inc.among Entravision Communications Corporation, a Delaware corporation (the “CompanyBorrower”), hereby promises Bank of America, N.A., as Administrative Agent, and each lender from time to pay time party thereto. Pursuant to the order 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 (together with any transferee permitted under the terms hereofas amended, restated, supplemented or otherwise modified in writing from time to time, the “HolderCredit Agreement”), in no event later than among Entravision Communications Corporation, a Delaware corporation (the Maturity Date“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 Agreement, the Borrower intends to prepay/repay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Term B Loans][Incremental Term Loans][Incremental Revolving Loans] in the following amount(s): ☐ Eurodollar Rate Loans: $__________18 Applicable Interest Period: ____________ ☐ Base Rate Loans: $__________19 Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. By: Name: Title: 1 Specify date of such prepayment. 2 Any prepayment of Eurodollar Rate Loans shall be in a principal amount of $[ ] 1,000,000 or such lesser a whole multiple of $500,000 in excess thereof (or if less, the entire principal amount then 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, together with interest thereon calculated in accordance with the provisions entire principal amount thereof outstanding). Reference is hereby made to (i) that certain Security Agreement dated as of this Senior Subordinated Unsecured PIK Note ____________, 2017 (the “NoteSecurity 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”). This Note and 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 ascribed to such terms assigned in Section 4 hereofthe Credit Agreement or the Security Agreement.

Additional Procedures. Once initiated by an Auction Notice, the Borrower applicable Credit Party may withdraw an Auction only in the event that, (i) as of such time, no Qualifying Return Bid has been received by the applicable Auction Manager or 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) the Borrower has failed there being no pending actions, suits or proceedings pending or threatened in writing that seek to meet a condition set forth in Section 2.21 of the Credit Agreementenjoin 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 modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by a Purchasing Borrower the applicable Credit Party required by the terms and conditions of Section 2.21 2.16 of the Credit Agreement are not met or waivedmet. The purchase price in respect for each purchase of each Qualifying Bid for which purchase by a Purchasing Borrower Party is required Term Loans in accordance with Section 2.16 of the foregoing provisions Credit Agreement shall be paid directly by such Purchasing Borrower Party the applicable Credit Party, in each case directly to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the applicable Auction Agent in consultation with the Borrower Party and the Auction Manager (which shall be not no later than fifteen five (155) Business Days after the date Return Bids are due). The Borrower shall execute each applicable AUCTION NOTICE [Credit Party Letterhead] [Auction Assignment Manager] Attention: [___] Fax No.: [____] Email: [______] Re: Loan Auction Ladies and Assumption received Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of October 19, 2018 (as amended, restated, amended and restated, modified, supplemented, increased or extended from time to time, the “Credit Agreement”), by and among by and among Dycom Industries, Inc. (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer. Capitalized terms used but not defined herein have the meanings given to such terms in connection with a Qualifying Bidthe Credit Agreement. All questions as [NAME OF ASSIGNEE] (the “Purchaser”) hereby gives notice to the form Lenders that it desires to conduct the following Auction: · Auction Amount: $[______] · Discount Range: Not less than $[_] nor greater than $[___] per $1,000 principal amount of documents Term Loans. The Purchaser acknowledges that this Auction Notice may not be withdrawn other than in accordance with the Auction Procedures. The Auction shall be consummated in accordance with the Auction Procedures with each Return Bid due by 1:00 p.m. (New York time) on [_________ __, ____]. Very truly yours, [NAME OF ASSIGNEE] By: Name: Title: [Auction Manager] Attention: [___] Fax No.: [____] Email: [______] Ladies and validity Gentlemen: Reference is made to that certain Amended and eligibility Restated Credit Agreement, dated as of October 19, 2018 (as amended, restated, amended and restated, modified, supplemented, increased or extended from time to time, the “Credit Agreement”), by and among by and among Dycom Industries, Inc. (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. The undersigned Lender hereby gives notice of its participation in the Auction by submitting the following Return Bid1: The purchase price of any Term Loans that are assigned pursuant to an Assumption Agreement is requested to be disbursed to the subject undersigned Lender’s account with [____________] (Account No. [ ]). The undersigned Lender acknowledges that the submission of this Return Bid along with an Auction will executed Assumption Agreement, to be reasonably determined held in escrow by the Auction Manager, in consultation with obligates the Borrower, and their determination will be final and binding so long as such determination is not inconsistent with Lender to sell the terms of Section 2.21 entirety or its pro rata portion 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. This Exhibit I shall not require the Borrower, any other Loan Party or any of their Affiliates to initiate any Auction. THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. [ ], 2011 Original Principal Amount: $[ ] Westwood One, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of [ ] (together with any transferee permitted under the terms hereof, the “Holder”), in no event later than the Maturity Date, the principal amount of $[ ] or such lesser principal amount then outstanding, together with interest thereon calculated Reply Amount in accordance with the provisions Auction 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 Senior Subordinated Unsecured PIK Note “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 “NoteAssignor”) and [Insert name of Assignee] (the “Assignee”). This Note and 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 ascribed 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 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 terms 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 Section 4 hereofthis Assignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by After delivery of an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only in the event that, (i) as of such time, if no Qualifying Bid has been received by the Auction Manager or (ii) at the Borrower has failed to meet a condition set forth in Section 2.21 time of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rightswithdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase of Term Loans by a Purchasing Borrower Party required by the terms and conditions of set forth in Section 2.21 9.04(f) of the Credit Loan Agreement are not met or waivedmet. The purchase price in respect of each Qualifying Bid for which purchase by a 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 fifteen (15) ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Auction Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be reasonably determined by the Auction Manager, in consultation with the Borrowerapplicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.21 9.04(f) of the Credit Loan Agreement or this Exhibit I. F-1. The Auction Manager’s interpretation of the terms and conditions of the offering document, in consultation with the Borrowerapplicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.21 9.04(f) of the Credit Loan Agreement or this Exhibit I. F-1. None of the Administrative Agent, the Auction Manager, any other Agent Related Person Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowerapplicable Purchasing Borrower Party, the Loan Parties, Parties or any of their respective Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit I F-1 shall not require the Borrower, any other Loan Purchasing Borrower Party or any of their Affiliates to initiate any AuctionAuction Purchase Offer. THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW [FORM OF] AFFILIATED LENDER ASSIGNMENT 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: $[ ] Westwood One, Inc., a Delaware corporation ASSUMPTION This Assignment and Assumption (the “CompanyAssignment and Assumption”), hereby promises to pay to ) is dated as of the order Effective Date set forth below and is entered into by and between [Insert name of [ Assignor] (together with any transferee permitted under the terms hereof, the “Holder”), in no event later than the Maturity Date, the principal amount of $[ ] or such lesser principal amount then outstanding, together with interest thereon calculated in accordance with the provisions of this Senior Subordinated Unsecured PIK Note (the “NoteAssignor”) and [Insert name of Assignee] (the “Assignee”). This Note and 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 ascribed given to them in the Loan Agreement identified below (as amended, the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Loan 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 terms outstanding rights and obligations of the 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 Section 4 hereofits capacity as a Lender) against any Person, whether known or 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 the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by After delivery of an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only in the event that, (i) as of such time, if no Qualifying Bid has been received by the Auction Manager or (ii) at the Borrower has failed to meet a condition set forth in Section 2.21 time of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rightswithdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase of Term Loans by a Purchasing Borrower Party required by the terms and conditions of set forth in Section 2.21 9.04(e) of the Credit Loan Agreement are not met or waivedmet. The purchase price in respect of each Qualifying Bid for which purchase by a 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 fifteen (15) ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Auction Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be reasonably determined by the Auction Manager, in consultation with the Borrowerapplicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.21 9.04(e) of the Credit Loan Agreement or this Exhibit I. H-1. The Auction Manager’s interpretation of the terms and conditions of the offering document, in consultation with the Borrowerapplicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.21 9.04(e) of the Credit Loan Agreement or this Exhibit I. H-1. None of the Administrative Agent, the Auction Manager, any other Agent Related Person Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowerapplicable Purchasing Borrower Party, the Loan Parties, Parties or any of their respective Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit I H-1 shall not require the Borrower, any other Loan Purchasing Borrower Party or any of their Affiliates to initiate any AuctionAuction Purchase Offer. THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. [ ], 2011 Original Principal Amount: $[ ] Westwood One, Inc., a Delaware corporation This Affiliated Lender Assignment and Assumption (the “CompanyAssignment and Assumption”), hereby promises to pay to ) is dated as of the order Effective Date set forth below and is entered into by and between [Insert name of [ Assignor] (together with any transferee permitted under the terms hereof, the “Holder”), in no event later than the Maturity Date, the principal amount of $[ ] or such lesser principal amount then outstanding, together with interest thereon calculated in accordance with the provisions of this Senior Subordinated Unsecured PIK Note (the “NoteAssignor”) and [Insert name of Assignee] (the “Assignee”). This Note and 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 ascribed given to them in the Loan Agreement identified below (as amended, the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Loan 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 terms outstanding rights and obligations of the 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 Section 4 hereofits capacity as a Lender) against any Person, whether known or 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 the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, the Borrower applicable Credit Party may withdraw an Auction only in the event that, (i) as of such time, no Qualifying Return Bid has been received by the applicable Auction Manager or 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) the Borrower has failed there being no pending actions, suits or proceedings pending or threatened in writing that seek to meet a condition set forth in Section 2.21 of the Credit Agreementenjoin 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 modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by a Purchasing Borrower the applicable Credit Party required by the terms and conditions of Section 2.21 2.16 of the Credit Agreement are not met or waivedmet. The purchase price in respect for each purchase of each Qualifying Bid for which purchase by a Purchasing Borrower Party is required Term Loans in accordance with Section 2.16 of the foregoing provisions Credit Agreement shall be paid directly by such Purchasing Borrower Party the applicable Credit Party, in each case directly to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the applicable Auction Agent in consultation with the Borrower Party and the Auction Manager (which shall be not no later than fifteen five (155) Business Days after the date Return Bids are due). The Borrower shall execute each applicable [Auction Assignment Manager] Attention: [ ] Fax No.: [ ] Email: [ ] Re: Loan Auction Ladies and Assumption received Gentlemen: Reference is made to that certain Credit Agreement, dated as of December 3, 2012 (as amended, restated, amended and restated, modified, supplemented, increased or extended from time to time, the “Credit Agreement”), by and among by and among Dycom Industries, Inc. (the “Borrower”), the Guarantors identified therein, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer. Capitalized terms used but not defined herein have the meanings given to such terms in connection with a Qualifying Bidthe Credit Agreement. All questions as [NAME OF ASSIGNEE] (the “Purchaser”) hereby gives notice to the form Lenders that it desires to conduct the following Auction: • Auction Amount: $[ ] • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of documents Term Loans. The Purchaser acknowledges that this Auction Notice may not be withdrawn other than in accordance with the Auction Procedures. The Auction shall be consummated in accordance with the Auction Procedures with each Return Bid due by 1:00 p.m. (New York time) on [ ]. Very truly yours, [NAME OF ASSIGNEE] By: Name: [Auction Manager] Attention: [ ] Fax No.: [ ] Email: [ ] Ladies and validity Gentlemen: Reference is made to that certain Credit Agreement, dated as of December 3, 2012 (as amended, restated, amended and eligibility restated, modified, supplemented, increased or extended from time to time, the “Credit Agreement”), by and among by and among Dycom Industries, Inc. (the “Borrower”), the Guarantors identified therein, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. The undersigned Lender hereby gives notice of its participation in the Auction by submitting the following Return Bid1: The purchase price of any Term Loans that are assigned pursuant to an Assumption Agreement is requested to be disbursed to the subject undersigned Lender’s account with (Account No. ). The undersigned Lender acknowledges that the submission of this Return Bid along with an Auction will executed Assumption Agreement, to be reasonably determined held in escrow by the Auction Manager, in consultation with obligates the Borrower, and their determination will be final and binding so long as such determination is not inconsistent with Lender to sell the terms of Section 2.21 entirety or its pro rata portion 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. This Exhibit I shall not require the Borrower, any other Loan Party or any of their Affiliates to initiate any Auction. THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. [ ], 2011 Original Principal Amount: $[ ] Westwood One, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of [ ] (together with any transferee permitted under the terms hereof, the “Holder”), in no event later than the Maturity Date, the principal amount of $[ ] or such lesser principal amount then outstanding, together with interest thereon calculated Reply Amount in accordance with the provisions Auction 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 Senior Subordinated Unsecured PIK Note “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 “NoteAssignor”) and [Insert name of Assignee] (the “Assignee”). This Note and 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 ascribed 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 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 terms 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 Section 4 hereofthis Assignment and Assumption, without representation or warranty by the Assignor.