Common use of Additional Procedures Clause in Contracts

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(g) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. The Auction Manager’s interpretation of the terms and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party Borrowers may withdraw an a Dutch Auction Purchase Offer only if by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bid has Bids have been received by the Auction Manager at or prior to the time of withdrawalthe Auction Manager receives such written notice from the Borrower Representative. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by cancelled; provided that a LenderTerm Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, an a Dutch Auction Purchase Offer may shall become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in in, or to otherwise comply with the provisions of Section 9.04(g10.6(c) of the Second Lien Credit Agreement are not metand Guaranty Agreement. The purchase price for all Term Loans purchased in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions a Dutch Auction shall be paid in cash by the Borrowers directly by such Purchasing Borrower Party to the respective assigning Term Loan Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Borrowers (which shall be not no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The applicable Purchasing Borrower Party Borrowers shall execute each applicable Affiliated Lender Auction Assignment and Assumption Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an a Dutch Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrowers, 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 9.04(g) of the Credit Agreement or this Exhibit G. conclusive, absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Auction NoticeOffer Document, in consultation with the applicable Purchasing Borrower PartyBorrowers, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. binding. None of the Administrative Agent, the Auction Manager Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrowers, the Loan Parties Restricted Subsidiaries or any of their respective 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. Notwithstanding anything The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the contrary contained herein or benefits of the provisions of Sections 9, 10.2 and 10.3 of the Second Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in any other Loan Document, this Exhibit G order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Purchasing Borrower Party or any Restricted Subsidiary to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Dutch Auction, nor shall any Term Loan Lender 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 but not defined herein shall have the meanings given be obligated 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or participate 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”)Dutch Auction. 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.SCHEDULE 5.22 TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party Offeror may withdraw an Auction Purchase Offer only if in the event that, as of such time, no Qualifying Bid has been received by the Auction Manager at the time Manager. Furthermore, in connection with any Auction, upon submission by a Lender of withdrawala Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans by Offeror required by the terms and conditions of Section 9.04(g) 11.2 of the Credit Agreement are not met. The purchase price in respect of for each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions Term Loan to be purchased shall be paid by 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 Offeror (which shall be not no later than ten (10) 3 Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party due).4 Offeror shall execute each applicable Affiliated Lender 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 Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyOfferor, and their which determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. binding. The Auction Manager’s interpretation of the terms and conditions of the Auction NoticeOffer Document, in consultation with the applicable Purchasing Borrower PartyOfferor, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. binding. None of the Administrative Agent, the Auction Manager Manager, any other Agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyOfferor, the Loan Parties Parties, or any of their respective Affiliates affiliates (whether contained in an offering document the Offer Documents or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G shall not require any Purchasing Borrower Party Offeror to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorAuction.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party Offeror may withdraw an Auction Purchase Offer only if by written notice to the auction manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bid has Bids have been received by the Auction Manager auction manager at or prior to the time of withdrawalthe auction manager receives such written notice from the Borrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager auction manager may not be withdrawn, 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 Purchase Offer may shall become void if the Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans set forth in Section 9.04(g9.04(l) of the Credit Agreement are not metor to otherwise comply with any of the provisions of such Section 9.04(l). The purchase price for all Term Loans purchased in respect of each Qualifying Bid for which purchase by the applicable 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 auction manager in consultation with the Offeror (which shall be not no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The applicable Purchasing Borrower Party Offeror shall execute each applicable Affiliated Lender Auction Assignment and Assumption Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Managerauction manager, in consultation with the applicable Purchasing Borrower PartyOfferor, and their and, absent manifest error, the auction manager’s determination will be final and binding so long as such determination is not inconsistent with binding. Absent manifest error, the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. The Auction Managerauction manager’s interpretation of the terms and conditions of the Auction NoticeOffer Document, in consultation with the applicable Purchasing Borrower PartyOfferor, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. binding. None of the Administrative Agent, the Auction Manager auction manager, any other Agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties Credit Parties, or any of their respective Affiliates (whether affiliates 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. Notwithstanding anything Immediately upon the consummation of an Auction pursuant to the contrary contained herein or in any other Loan Document, this Exhibit G shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”Section 9.04(l) 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and 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) Term Loans subject to such Auction and all the Assignor’s rights and obligations in its capacity as a Lender related to such Term Loans shall for all purposes (including under the Credit Agreement, the other Credit Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect, and the Borrower shall neither obtain nor have any rights as a Lender under the Credit Agreement and any or under the 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 Credit Documents by virtue of the Assignor under the respective facilities identified below (including acquisition of any Guarantees included in Term Loans subject to such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (Auction. 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 9.05 of the Credit Agreement to the same extent as if each reference therein to the “Administrative Agent” were a Lender) against any Personreference to the auction manager, whether known or unknown, arising under or and the Administrative Agent shall cooperate with the auction manager as reasonably requested by the auction manager in order to enable it to perform its responsibilities and duties in connection with each Auction. This Exhibit L shall not require the Credit AgreementBorrower to initiate any Auction, nor shall any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or Lender be obligated to participate 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 AssignorAuction.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(g9.04(e) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g9.04(e) of the Credit Agreement or this Exhibit G. F. The Auction Manager’s interpretation of the terms and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g9.04(e) of the Credit Agreement or this Exhibit G. F. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G F shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H G [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this 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 if in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction Manager at or (ii) the time Borrower has failed to meet a condition set forth in Section 2.24 of withdrawalthe Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans of any applicable Class by the Borrower required by the terms and conditions of Section 9.04(g) 2.24 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender 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 of each applicable Class that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.24 of the Credit Agreement or this Exhibit G. C. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.24 of the Credit Agreement or this Exhibit G. C. None of the Administrative Agent, the Auction Manager Manager, any other Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties Parties, or any of their respective Affiliates 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G C shall not require any Purchasing the Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorAuction.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction a Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction a Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(g) 2.23 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans or Other Term Loans that are the subject of an Auction a Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.23 of the Credit Agreement or this Exhibit G. B. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.23 of the Credit Agreement or this Exhibit G. B. None of the Administrative Agent, the Auction Manager or any of their respective its Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G B shall not require any Purchasing the Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [C FORM OF] AFFILIATED LENDER ASSIGNMENT OF GUARANTEE AND ASSUMPTION This Affiliated Lender Assignment and Assumption COLLATERAL AGREEMENT (this “Assignment and Assumption”See Attached) is Exhibit C to the Credit Agreement FORM OF GUARANTEE AND COLLATERAL AGREEMENT dated as of the Effective Date set forth below and is entered into by and between the Assignor [ ], 2010, among SMURFIT-STONE CONTAINER CORPORATION (formerly known as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amendedSmurfit-Stone Container Enterprises, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”Inc.), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms THE SUBSIDIARIES PARTIES HERETO 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 considerationJPMORGAN CHASE BANK, 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 AgreementN.A., as of the Effective Date inserted by the Administrative Agent as contemplated belowTHIS COLLATERAL AGREEMENT IS SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH AMONG SMURFIT-STONE CONTAINER CORPORATION, A DELAWARE CORPORATION (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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable lawFORMERLY KNOWN AS SMURFIT-STONE CONTAINER ENTERPRISES, all claimsINC.), suitsTHE OTHER SUBSIDIARIES OF SMURFIT-STONE CONTAINER CORPORATION PARTY THERETO, causes of action and any other right of the Assignor (in its capacity as a Lender) against any PersonJPMORGAN CHASE BANK, whether known or unknownN.A., arising under or in connection with the Credit AgreementIN ITS CAPACITY AS ADMINISTRATIVE AGENT FOR, 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 foregoingAND ACTING ON BEHALF OF, including contract claimsTHE TERM LOAN CREDIT SECURED PARTIES REFERRED TO THEREIN, tort claimsDEUTSCHE BANK AG NEW YORK BRANCH, malpractice claimsIN ITS CAPACITY AS COLLATERAL AGENT FOR, 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”)AND ACTING ON BEHALF OF, THE REVOLVING CREDIT SECURED PARTIES REFERRED TO THEREIN AND EACH PERMITTED NOTES AGENT THAT FROM TIME TO TIME BECOMES A PARTY THERETO AS MORE FULLY SET FORTH IN SECTION 7.16 HEREOF. 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.TABLE OF CONTENTS ARTICLE I Definitions

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party Borrowers may withdraw an a Dutch Auction Purchase Offer only if by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bid has Bids have been received by the Auction Manager at or prior to the time of withdrawalthe Auction Manager receives such written notice from the Borrower Representative. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by cancelled; provided that a LenderTerm Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, an a Dutch Auction Purchase Offer may shall become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in in, or to otherwise comply with the provisions of Section 9.04(g10.6(c) of the First Lien Credit Agreement are not metand Guaranty Agreement. The purchase price for all Term Loans purchased in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions a Dutch Auction shall be paid in cash by the Borrowers directly by such Purchasing Borrower Party to the respective assigning Term Loan Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Borrowers (which shall be not no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The applicable Purchasing Borrower Party Borrowers shall execute each applicable Affiliated Lender Auction Assignment and Assumption Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an a Dutch Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrowers, 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 9.04(g) of the Credit Agreement or this Exhibit G. conclusive, absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Auction NoticeOffer Document, in consultation with the applicable Purchasing Borrower PartyBorrowers, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. binding. None of the Administrative Agent, the Auction Manager Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrowers, the Loan Parties Restricted Subsidiaries or any of their respective 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. Notwithstanding anything The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the contrary contained herein or benefits of the provisions of Sections 9, 10.2 and 10.3 of the First Lien Credit and Guaranty Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Credit Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in any other Loan Document, this Exhibit G order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Appendix C shall not require any Purchasing Borrower Party or any Restricted Subsidiary to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Dutch Auction, nor shall any Term Loan Lender 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 but not defined herein shall have the meanings given be obligated 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or participate 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”)Dutch Auction. 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.SCHEDULE 5.22 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT Post-Closing Covenants

Additional Procedures. Once initiated The Company has established additional procedures in order to assist the Company in the administration of this Policy, to facilitate compliance with laws prohibiting xxxxxxx xxxxxxx while in possession of material non-public information and to avoid the appearance of any impropriety. Individuals and entities subject to our quarterly or event-specific trading restrictions as described below, including directors, officers, and employees of the Company or one of its subsidiaries, as well as their respective Family Members and Controlled Entities, as such individuals have been designated and notified by an Auction Noticeour General Counsel, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered are referred to the Auction Manager herein as “Designated Persons.” Pre-Clearance Procedures Designated Persons may not engage in any transaction in Company Securities without first obtaining pre-clearance of the transaction in writing from our General Counsel, who must consult with the Chairman of the Board (or, if the Chairman of the Board proposes to make any transaction in Company Securities, then a member of the Audit Committee of the Board) on any request for pre-clearance. A request for pre-clearance should be withdrawn, modified, revoked, terminated or cancelled by a Lendersubmitted to our General Counsel in writing at least three business days in advance of the proposed transaction. Our General Counsel will make every effort to respond to requests as quickly and expeditiously as possible. However, an Auction Purchase Offer our General Counsel is not obligated to approve a transaction submitted for pre-clearance, and he or she may become void if determine not to permit the conditions trade. If our General Counsel proposes to make any transaction in Company Securities, then our Chief Executive Officer (who must consult with the purchase set forth in Section 9.04(g) Chairman of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid Board and with assistance from counsel other than our General Counsel) will be responsible for which purchase by pre-clearing or denying the applicable Purchasing Borrower Party is required proposed trade in accordance with the foregoing provisions shall procedures outlined herein. If a request for pre-clearance is denied, then the individual who made the request should refrain from initiating any transaction in Company Securities and should not inform any other person of the restriction. If a request for pre-clearance is approved, then the individual who made the request has three business days to affect the transaction (or, if sooner, before commencement of a quarterly or event-driven Blackout Period). In the case of a pre-clearance for a 10b5-1 Plan, the plan must be paid directly by such Purchasing Borrower Party established within seven business days (or, if sooner, before commencement of a quarterly or event-driven Blackout Period). When a request for pre-clearance is made, the requestor should carefully consider whether he or she may be aware of any material non-public information about the Company and should describe fully those circumstances when requesting pre-clearance. To facilitate the process, the Company has prepared the pre-clearance form attached to this Policy as Exhibit A. You are encouraged to complete and provide the pre-clearance form to our General Counsel when requesting pre- clearance. You remain obligated to timely submit pre-clearance requests in writing, however, should you choose not to complete and return the pre-clearance form attached to this Policy. Under no circumstance may a person trade or initiate a 10b5-1 Plan while aware of material non-public information about the Company, even if pre-cleared. Thus, if you become aware of material non-public information after receiving pre-clearance, but before the trade has been executed or the 10b5-1 Plan has been initiated, then you must not affect the pre-cleared transaction or initiate the pre-cleared plan. Quarterly Trading Restrictions Designated Persons must not trade Company Securities during certain periods (“Blackout Periods”) closely related to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party preparation and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due)announcement of our earnings. The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction ManagerOur General Counsel, in consultation with the applicable Purchasing Borrower Partyour Chief Executive Officer and Chief Financial Officer, and their determination will determine which employees will be final subject to these quarterly trading restrictions and binding so long as notify such determination is not inconsistent Designated Persons that they are subject to the restrictions. Our Blackout Periods include: • with respect to our first fiscal quarter, the terms Blackout Period will begin on the 20th calendar day of Section 9.04(g) March and end after two full business days have passed after the public release of our earnings results for the first quarter; • with respect to our second fiscal quarter, the Blackout Period will begin on the 20th calendar day of June and after two full business days have passed after the public release of our earnings results for the second quarter; • with respect to our third fiscal quarter, the Blackout Period will begin on the 20th calendar day of September and end after two full business days have passed after the public release of our earnings results for the third quarter; and • with respect to our fourth fiscal quarter, the Blackout Period will begin on the 15th calendar day of December and end on the third business day following the date of the Credit Agreement or this Exhibit G. The Auction Manager’s interpretation public release of the terms and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility our earnings results for the accuracy or completeness of fourth quarter. Under very limited circumstances, a person (other than our directors and Section 16 officers) subject to this restriction may be permitted to trade during a Blackout Period, but only if our General Counsel concludes that the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (whether contained person does not 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 fact possess material non-public information. Notwithstanding anything Persons wishing to the contrary contained herein or trade during a Blackout Period must contact our General Counsel for approval at least three business days in advance of any other Loan Document, this Exhibit G shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and 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 Agreementproposed transaction involving Company Securities, 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignordescribed above.

Additional Procedures. Once initiated by an Auction Notice, Holdings or the applicable Purchasing Borrower Party Subsidiary may withdraw an Auction Purchase Offer only if in the event that, as of such time, no Qualifying Bid has been received by the Auction Manager at the time Manager. Furthermore, in connection with any Auction, upon submission by a Term Lender of withdrawala Return Bid, such Term Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Term Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans by Holdings or the applicable Subsidiary required by the terms and conditions of Section 9.04(g10.6(g)(iii) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions Auction shall be paid by Holdings or the applicable Subsidiary directly by such Purchasing Borrower Party to the respective assigning Term Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with Holdings or the applicable Subsidiary (which shall be not no later than ten (10) Business Days or such longer period as may be agreed after the date Return Bids are due). The Holdings or the applicable Purchasing Borrower Party Subsidiary shall execute each applicable Affiliated Lender Affiliate Assignment and Assumption Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with Holdings or the applicable Purchasing Borrower PartySubsidiary, and their which determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. binding. The Auction Manager’s interpretation of the terms and conditions of the Auction NoticeOffer Document, in consultation with Holdings or the applicable Purchasing Borrower PartySubsidiary, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. binding. None of the Administrative Agent, the Auction Manager Manager, any other Agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Holdings or any of its Subsidiaries, each other Loan Party, the Loan Parties or any of their respective Affiliates affiliates (whether contained in an offering document the Offer Documents or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G J shall not require Holdings or any Purchasing Borrower Party of its Subsidiaries to initiate any Auction Purchase OfferAuction. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment NOTICE OF TERM LOAN BORROWING April [ ], 2011 Barclays Bank PLC, as Administrative Agent for the Term Lenders party to the Credit Agreement referred to below Attention: Ladies and Assumption (this “Assignment and Assumption”) is Gentlemen: The undersigned refers to the Credit Agreement 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below April 7, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt among Wesco Holdings, Inc., Wesco Aircraft Hardware Corp., as the Borrower, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as lenders, Bank of a copy America, N.A., as Syndication Agent, Barclays Bank PLC, as Administrative Agent, Collateral Agent and Documentation Agent, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“MLPFS”), Key Bank, N.A. and Barclays Capital (“Barclays Capital”), the investment banking division of which is hereby acknowledged by Barclays Bank PLC, as Joint Lead Arrangers, and MLFPS, Barclays Capital, X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx Senior Funding, Inc., Sumitomo Mitsui Banking Corporation and Royal Bank of Canada, as Joint Bookrunners. Terms defined in the AssigneeCredit Agreement are used herein as defined therein. The Standard Terms and Conditions set forth in Annex I attached hereto are undersigned hereby agreed to and incorporated herein by reference and made requests 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 Term Loan borrowing 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 respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned InterestProposed Borrowing”). 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.follows:

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if in the event that, as of such time, no Qualifying Bid has been received by the Auction Manager or the Borrower has failed, or in good faith believes it will fail, to satisfy one or more of the conditions set forth in Section 2.19 of the Agreement which are required to be met at the time which otherwise would have been the time of withdrawalpurchase of the Term Loans pursuant to the respective Auction. Furthermore, in connection with any Auction with respect to particular Term Loans, upon submission by a Term Lender of a Return Bid, such Term Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Term Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(g) of the Credit applicable Term Loans by the Borrower required by the terms and conditions of Section 2.19 of the Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Borrower Party to the respective assigning Term Lender on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.19 of the Credit Agreement or this Exhibit G. Schedule. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.19 of the Credit Agreement or this Exhibit G. Schedule. None of the Administrative Agent, the Auction Manager Manager, any other Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the other Loan Parties Parties, or any of their respective Affiliates 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G This Schedule shall not require any Purchasing the Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby Agent or in any way based on or related Agent-Related Person 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 act as the “Assigned Interest”)Auction Manager. 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.SCHEDULE 6.07 ERISA None. SCHEDULE 6.12 ENVIRONMENTAL MATTERS None. SCHEDULE 6.14 CAPITALIZATION; SUBSIDIARIES AND MINORITY INTERESTS

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party Purchaser may withdraw an Auction Purchase Offer only if in the event that, as of such time, no Qualifying Bid has been received by the Auction Manager at the time Manager. Furthermore, in connection with any Auction, upon submission by a Lender of withdrawala Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Tranche B Term Loans by the Purchaser required by the terms and conditions of Section 9.04(g10.06(i)(ii) of the Credit Agreement are not met. The purchase price in respect for each purchase of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions Tranche B Term Loans shall be paid by the Purchaser 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 Purchaser (which shall be not no later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party Purchaser shall execute each applicable Affiliated Lender 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 Tranche B Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyPurchaser, and their which determination will be final and binding absent manifest error, so long as such the determination is not inconsistent with the applicable terms of Section 9.04(g) of the Credit Agreement or and this Exhibit G. K. The Auction Manager’s interpretation of the terms and conditions of the Auction NoticeOffer Document, in consultation with the applicable Purchasing Borrower PartyPurchaser, will be final and binding absent manifest error, so long as such interpretation the determination is not inconsistent with the applicable terms of Section 9.04(g) of the Credit Agreement or and this Exhibit G. K. None of the Administrative Agent, the Auction Manager Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyPurchaser, the Loan Parties Credit Parties, or any of their respective Affiliates (whether contained in an offering document the Offer Documents or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G K shall not require any Purchasing Borrower Party the Purchaser to initiate any Auction. Annex A to Exhibit K to Credit and Guaranty Agreement AUCTION NOTICE [Hologic, Inc. Letterhead] Xxxxxxx Xxxxx Bank USA, as Auction Purchase OfferManager 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Attention: [ ] Fax No.: [ ] Email: [ ]@xx.xxx Re: Tranche B Term Loan Auction Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement, dated as of [ ], 2012 (as amended from time to time, the “Credit Agreement”), by and among Hologic, Inc., a Delaware corporation (“Borrower”), certain subsidiaries of Borrower, as guarantors, the lenders party thereto from time to time (the “Lenders”), Xxxxxxx Sachs Bank USA, X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Lead Bookrunners, Xxxxxxx Sachs Bank USA, as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., as Co-Syndication Agents. EXHIBIT H Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Hologic, Inc. (the “Purchaser”) hereby gives notice to the Lenders that it desires to conduct the following Auction: • Auction Amount: $[ ] in principal amount of Tranche B Term Loans • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Tranche B Term Loans. The Purchaser acknowledges that this Auction Notice may not be withdrawn other than in accordance with the Auction Procedures. The Auction shall be consummated in accordance with the Auction Procedures with all Return Bids due no later than 1:00 p.m. (New York time) on [ ], 201[ ]. The Purchaser hereby represents and warrants that (i) it is not in possession of any information regarding Borrower, its Subsidiaries or its Affiliates, or their assets, Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Affiliate Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to the Auction Manager, Administrative Agent and the Non-Public Lenders and (ii) no Default or Event of Default has occurred and is continuing or would result from such repurchase. Very truly yours, HOLOGIC, INC. By: Name: Title: Annex B to Exhibit K to Credit and Guaranty Agreement RETURN BID Xxxxxxx Sachs Bank USA, as Auction Manager 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Attention: [ ] Fax No.: [ ] Email: [ ]@xx.xxx Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement, dated as of [ ], 2012 (as amended from time to time, the “Credit Agreement”), by and among Hologic, Inc., a Delaware corporation (“Borrower”), certain subsidiaries of Borrower, as guarantors, the lenders party thereto from time to time (the “Lenders”), Xxxxxxx Xxxxx Bank USA, X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Lead Bookrunners, Xxxxxxx Xxxxx Bank USA, as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., as Co-Syndication Agents. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. The undersigned Lender hereby gives notice of its participation in the Auction by submitting the following Return Bid21: Reply Price (price per $1,000) Reply Amount (principal amount of Tranche B Term Loans) US$ US$ US$ US$ US$ US$ 21 Lender may submit up to three component bids but need not submit more than one. The sum of Lender’s bid(s) may not exceed the aggregate principal face amount of Tranche B Term Loans held by it as lender of record on the date of submission of its Return Bid. The undersigned Lender acknowledges that the submission of this Return Bid along with an executed Affiliate Assignment Agreement, to be held in escrow by the Auction Manager, obligates the Lender to sell the entirety or its pro rata portion of the Reply Amount in accordance with the Auction Procedures, as applicable. Very truly yours, [FORM OFNAME OF LENDER] AFFILIATED LENDER By: Name: Title: Annex C to Exhibit K to Credit and Guaranty Agreement AFFILIATE ASSIGNMENT AND ASSUMPTION AGREEMENT This Affiliated Lender Affiliate Assignment and Assumption Agreement (this “Assignment and AssumptionAssignment”) is dated as of the Affiliate Assignment Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the Assignor (as defined below“Assignor”) and Hologic, Inc., a Delaware Corporation (the Assignee (as defined below“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I 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 referred to below and the Credit Agreement, as of the Affiliate Assignment Effective Date inserted by the Administrative Agent Auction Manager as contemplated belowin the Auction Procedures, (ai) 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 the Assignor’s outstanding rights and obligations of the Assignor under the respective facilities identified below Tranche B Term Loans facility (including without limitation any Guarantees included in such facilities) guarantees thereof), and (bii) 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 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 (ai) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (ai) and (bii) 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 Assumptionthe Credit Agreement, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party Purchaser may withdraw an Auction Purchase Offer only if in the event that, as of such time, no Qualifying Bid has been received by the Auction Manager at the time Manager. Furthermore, in connection with any Auction, upon submission by a Lender of withdrawala Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender, provided that a Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans by the Purchaser required by the terms and conditions of Section 9.04(g10.6(i) of the Credit Agreement are not met. The purchase price in respect for each purchase of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions Term Loans shall be paid by the Purchaser 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 Purchaser (which shall be not no later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party Purchaser shall execute each applicable Affiliated Lender Affiliate Assignment and Assumption Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyPurchaser, and their which determination will be final and binding binding, absent manifest error, so long as such determination is not inconsistent with the applicable terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. J. The Auction Manager’s interpretation of the terms and conditions of the Auction NoticeOffer Document, in consultation with the applicable Purchasing Borrower PartyPurchaser, will be final and binding binding, absent manifest error, so long as such interpretation determination is not inconsistent with the applicable terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. J. None of the Administrative Agent, the Auction Manager Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyPurchaser, the Loan Parties Credit Parties, or any of their respective Affiliates (whether contained in an offering document the Offer Documents or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G J shall not require any Purchasing Borrower Party the Purchaser to initiate any Auction. Annex A to Exhibit J to Credit and Guaranty Agreement AUCTION NOTICE [Letterhead of relevant Credit Party that is purchasing Term Loans] Xxxxxxx Xxxxx Bank USA, as Auction Purchase OfferManager 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Facsimile: 000-000-0000 Attention: Xxxxxxxxx Xxxxxx Re: Loan Auction Ladies and Gentlemen: Reference is made to that certain Credit and Guaranty Agreement, dated as of February 8, 2012 (as amended from time to time, the “Credit Agreement”), by and among Tronox Pigments (Netherlands) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and having its registered office address at Xxxxxxxxx 000, Xxxxxxxxx 0, (0000XX), Xxxxxxxxx, Xxx Xxxxxxxxxxx, registered with the trade register of the chamber of commerce in Amsterdam, The Netherlands under number 34132341 (“Borrower”), Tronox Incorporated, a Delaware corporation (“US Holdings”), certain Subsidiaries of Holdings, as guarantors, the lenders party thereto from time to time (the “Lenders”), Xxxxxxx Xxxxx Bank USA, as administrative agent, collateral agent and syndication agent, and the other agents named therein. EXHIBIT H Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. [FORM OFinsert relevant Credit Party that is purchasing Term Loans] AFFILIATED LENDER (the “Purchaser”) hereby gives notice to the Lenders that it desires to conduct the following Auction: • Auction Amount: $[ ] in principal amount of Term Loans20 • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of Term Loans. The Purchaser acknowledges that this Auction Notice may not be withdrawn other than in accordance with the Auction Procedures. The Auction shall be consummated in accordance with the Auction Procedures with all Return Bids due no later than 1:00 p.m. (New York time) on [ ]. The Purchaser hereby represents and warrants as of the date hereof that (i) it is not in possession of any information regarding Holdings, Borrower or its Subsidiaries, or their assets, Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Affiliate Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to [the Auction Manager] Administrative Agent and the Non-Public Lenders, (ii) no Event of Default has occurred and is continuing or would result from such repurchase, (iii) Borrower will not use the proceeds of any Revolving Loans or any proceeds under any Alternative Facility to acquire such Term Loans and (iv) Excess Availability shall equal or exceed $50,000,000 both before and after giving effect to the consummation of the purchases contemplated hereby. Very truly yours, [INSERT RELEVANT CREDIT PARTY THAT IS PURCHASING TERM LOANS] By: Name: Title: 20 Modify, as appropriate, to: “$[ ] maximum cash value to be paid for all tendered Term Loans” Annex B to Exhibit J to Credit and Guaranty Agreement RETURN BID Xxxxxxx Sachs Bank USA, as Auction Manager 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Facsimile: 000-000-0000 Attention: Xxxxxxxxx Xxxxxx Ladies and Gentlemen: Reference is made to that certain Credit and Guaranty Agreement, dated as of February 8, 2012 (as amended from time to time, the “Credit Agreement”), by and among Tronox Pigments (Netherlands) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and having its registered office address at Xxxxxxxxx 000, Xxxxxxxxx 0, (0000XX), Xxxxxxxxx, Xxx Xxxxxxxxxxx, registered with the trade register of the chamber of commerce in Amsterdam, The Netherlands under number 34132341 (“Borrower”), Tronox Incorporated, a Delaware corporation (“US Holdings”), certain Subsidiaries of Holdings, as guarantors, the lenders party thereto from time to time (the “Lenders”), Xxxxxxx Sachs Bank USA, as administrative agent, collateral agent and syndication agent, and the other agents named therein. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. The undersigned Lender hereby gives notice of its participation in the Auction by submitting the following Return Bid21: Reply Price (price per $1,000) Reply Amount (principal amount of Term Loans) US$ US$ US$ US$ US$ US$ The undersigned Lender acknowledges that the submission of this Return Bid along with an executed Affiliate Assignment Agreement, to be held in escrow by the Auction Manager, obligates the Lender to sell the entirety or its pro rata portion of the Reply Amount in accordance with the Auction Procedures, as applicable. Very truly yours, [Name of Lender] By: Name: Title: 21 Lender may submit up to three component bids but need not submit more than one. The sum of Lender’s bid(s) may not exceed the aggregate principal face amount of Term Loans held by it as lender of record on the date of submission of its Return Bid. Annex C to Exhibit J to Credit and Guaranty Agreement AFFILIATE ASSIGNMENT AND ASSUMPTION AGREEMENT This Affiliated Lender Affiliate Assignment and Assumption Agreement (this “Assignment and AssumptionAssignment”) is dated as of the Affiliate Assignment Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the Assignor (as defined below“Assignor”) and [NAME OF HOLDINGS, BORROWER OR RELEVANT SUBSIDIARY/AFFILIATED LENDER] (the Assignee (as defined below“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended, 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 1 attached hereto (the “Standard Terms and Conditions”) 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 Affiliate Assignment Effective Date [in the case of an Auction: inserted by the Administrative Agent Auction Manager as contemplated belowin the Auction Procedures], (ai) 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 the Assignor’s outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any Guarantees letters of credit, guarantees, and swingline loans included in such facilities) ), and (bii) 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 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 (ai) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (ai) and (bii) 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 Assumptionthe Credit Agreement, 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 if in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction Manager at or (ii) the time Borrower has failed to meet a condition set forth in Section 2.21 of withdrawalthe Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans of any applicable Class by the Borrower required by the terms and conditions of Section 9.04(g) 2.21 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender 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 of each applicable Class that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.21 of the Credit Agreement or this Exhibit G. K. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.21 of the Credit Agreement or this Exhibit G. K. None of the Administrative Agent, the Auction Manager Manager, any other Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties Parties, or any of their respective Affiliates 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G K shall not require any Purchasing the Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorAuction.

Additional Procedures. Once initiated by After delivery of an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(g) 2.23 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.23 of the Credit Agreement or this Exhibit G. J. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.23 of the Credit Agreement or this Exhibit G. J. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G J shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT SCHEDULE 1.01 EXISTING LETTERS OF CREDIT Issuing Bank SBLC No. Expiry Date Beneficiary Name Outstanding Amount Bank of America, N.A 3126230 10/15/2013 Lytton Gateway, LLC $ 5,102,280.00 SCHEDULE 2.01 COMMITMENTS Term Commitment Term Lender Term Commitment JPMorgan Chase Bank, N.A. $ 315,000,000 Revolving Commitments Revolving Lender Revolving Commitments JPMorgan Chase Bank, N.A. $ 20,000,000 Bank of America, N.A. $ 15,000,000 Xxxxxxx Xxxxx Bank USA $ 10,000,000 SunTrust Bank $ 5,000,000 SCHEDULE 3.05(c) WEBSITES AND ASSUMPTION This Affiliated Lender Assignment and Assumption DOMAIN NAMES Domain Names Owned by a Loan Party XxxxxxXxxxxx.xxx, LLC • xxxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxxxxxxx.xxx • xxxxxxxxxxxx.xxx • xxxxxxxxxxx.xxx • xxxxxxxxxxx.xxx • xxxxxxxx.xxx • xxxxx.xx • xxxxxxxx.xxx • xxxxxxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxxxxxxxx.xxx • xxx.xx* • xxxxxxxxxxxx.xx • xxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxx.xxx • xxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxxxxxx.xxx • xxxxxx-xxxxxx.xxx • xxxxxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxx.xxx • xxxxxxxxxxxx.xxx • xxxxxxxxxxxx.xxx • xxxxxxxxxxxxx.xxx • xxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxx.xxx (this “Assignment and Assumption”blocking only) • xxxxxxxxxx0.xxx • xxxxxxxxxx0.xxx • xxxxxxxxxx0.xxx • xxxxxxxxxx0.xxx • xxxxxxxxxx0.xxx • xxxxxxxxxx0.xxx • xxxxxxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxxxxxxx.xxx • xxxxxxxxxxx.xxx • xxxxxxxxx.xxx • xxxxxxxxxxx.xxx • xxxxxxx-xxxxx.xxx • xxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxxxxxxxxxxx.xxx • xxxxxxxxx.xx.xx • xxxxxxxxx.xxx • xxxxxxxxx.xx • xxxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxxxxx.xx • xxxxxxxx.xxx • xxxxxxxxx.xx • xxxxxxxxx.xx.xx • xxxxxxxxx.xxx • xxxxxxxxx.xx* • xxxxxxxxx.xxxx • xxxxxxxxx.xxx • xxxxxxxxx.xx • xxxxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxx.xxxx • xxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxx.xxx • xxxxxxxxxxxxxxx.xx • xxxxxxxxx.xxx • xxxx-xxxxx.xxx • xxxxxxxxx.xx* • xxxxxxxxx.xxxx • xxxxxxxxx.xxx • xxxx-xxxxx.xxx • xxxxxxxx.xxx • xxxxxxxxxxx.xxx • xxxxxxxxxxx.xx* • xxxxxxxxxxx.xxx • xxxxxxxxxx.xxx • xxxxxxx.xxx • xxxxxxx.xx* • xxxxxxxx.xxx Infinity Box Inc. • xxxxxxxxxxx.xxx • xxxxx.xxx • xxxxx.xxx • xxxxxxx.xxx • xxxxx.xx • xxxxx.xxx * Domain name in which beneficial ownership is dated as held by a Loan Party, but legal title is held by a local presence provider (on behalf of the Effective Date set forth below Loan Party) due to local domain name ownership requirements. Domain Names Used By or Assigned to a Loan Party (Not Owned) None. SCHEDULE 3.05(d) MORTGAGED PROPERTIES None. SCHEDULE 3.06 LITIGATION None. SCHEDULE 3.11A SUBSIDIARIES AND JOINT VENTURES Name of Subsidiary or Joint Venture (Jurisdiction of Organization) Owner of Equity Interest Percentage of Equity Interest Owned by such Owner Designated/ Excluded Subsidiary XxxxxxXxxxxx.xxx, LLC (Delaware) SurveyMonkey Inc. 100% Designated Infinity Box Inc. (Delaware) XxxxxxXxxxxx.xxx, LLC 100% Designated SurveyMonkey International Limited (Gibraltar, British Overseas Territory) XxxxxxXxxxxx.xxx, LLC 100% Excluded SurveyMonkey Luxembourg Sarl (Grand Duchy of Luxembourg) SurveyMonkey International Limited 100% Excluded SurveyMonkey Europe Sarl (Grand Duchy of Luxembourg) SurveyMonkey Luxembourg Sarl 100% Excluded SurveyMonkey Netherlands Coöperatief U.A. (Kingdom of Netherlands) SurveyMonkey Luxembourg Sarl 99.99% Excluded SurveyMonkey Netherlands Coöperatief U.A. (Kingdom of Netherlands) SurveyMonkey International Limited 0.01% Excluded SurveyMonkey Spain, S.L. (Kingdom of Spain) SurveyMonkey Netherlands Coöperatief U.A. 100% Excluded SurveyMonkey Spain, Sucursal em Portugal (Portuguese Republic) SurveyMonkey Spain, S.L. 100% Excluded SurveyMonkey Services Canada ULC (British Columbia, Canada) SurveyMonkey Spain, S.L. 100% Excluded SurveyMonkey Japan KK (Japan) SurveyMonkey Spain, S.L. 100% Excluded Clicktools Limited (England and is entered into by and between the Assignor (as defined belowWales, United Kingdom) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given SurveyMonkey Spain, S.L. 49.9% Excluded Existing option, warrant, call, right, commitment or other agreement to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to timewhich Holdings, the “Credit Agreement”)Borrower or any other Domestic Subsidiary is a party requiring, receipt and any Equity Interests in any Domestic Subsidiary outstanding that upon exercise, conversion or exchange would require, the issuance by any Domestic Subsidiary of any additional Equity Interests or other securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Domestic Subsidiary: None. SCHEDULE 3.11B Equity Interests in Holdings Owned by each Major Stockholder Name of Major Stockholder Number of Equity Interest Owned Class of Equity Interest Percentage of Class of Equity Interest Owned in Holdings1 SM Investor LLC 12,641,657 Common Stock 14.20% Xxxx Capital Venture Fund 2007, L.P. 3,592,946 Common Stock 4.04% BCIP Venture Associates 510,219 Common Stock 0.57% BCIP Venture Associates-B 7,193 Common Stock 0.01% Tiger Global Private Investment Partners VI, L.P. 15,228,284 Common Stock 17.10% Tiger Global Private Investment Partners VII, L.P. 12,800,035 Common Stock 14.38% Trustees of the Metal Monkey Trust U/A/D January 26, 2011 201,726 Common Stock 0.23% Xxx Xxxxx 700,354 Common Stock 0.79% Xxxxxxx Xxxxxxxxx 21,930 Common Stock 0.02% TPG SM Holdings, L.P. 3,565,672 Series A Convertible Preferred Stock 97.32% MRS Trust 98,364 Series A Convertible Preferred Stock 2.68% ICQ Investments 6, LP 3,781,780 Common Stock 4.25% Xxxxxxx Xxxxxxxxxxxx & Xxxxxxxxx Xxx TTEES Hello Warrior Family Trust U/A/D 2/2/2009 268,968 Common Stock 0.30% Xxxx Xxxxxxx 67,242 Common Stock 0.08% The Makan Family Trust 67,242 Common Stock 0.08% Google Inc. 4,385,965 Common Stock 4.93% The Social+Capital Partners, L.P. 1,039,099 Common Stock 1.17% The Social+Capital Partnership Principals Fund, L.P. 276,690 Common Stock 0.31% Xxxxx Xxxxxxxx 5,043,151 Common Stock 5.66% 1 Calculated on a copy of which is hereby acknowledged non-diluted basis Xxxxxxxx-Xxxxxxxx Family Trust 5,190,281 Common Stock 5.83 % Xxxxx X. Xxxxxxxx 2009 Annuity Trust 675,230 Common Stock 0.76 % The Xxxx Delaware Trust 661,414 Common Stock 0.74 % Xxxx Xxxxxxxx & Xxxxx Xxxxxxxx, Tenants 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.Entirety 28,546 Common Stock 0.03 % SM Profits LLC 8,550,494 Common Stock 9.60 %

Additional Procedures. Once initiated In connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender will be obligated to accept the prepayment of the entirety or its pro rata portion of its applicable Term Advances in the Reply Amount at the Applicable Discounted Price. The Borrower will not have any obligation to prepay any Term Loans outside of the applicable Discount Range nor will any Return Bids outside such applicable Discount Range be considered in any calculation of the Applicable Discounted Price or satisfaction of the Auction Amount. Each prepayment of Term Loans in an Auction Noticeshall be consummated pursuant to procedures (including as to response deadlines for Return Bids, settlement periods, rounding amounts, type and Interest Period of accepted Term Loans, and calculation of Applicable Discounted Price referred to above) established by the applicable Purchasing Agent and agreed to by the Borrower. The Borrower Party may withdraw extend the Acceptance Date of an Auction Purchase Offer only if no Qualifying Bid has been received by notice given at least 24 hours before the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase Acceptance Date set forth in the Auction Notice. The provisions of this Exhibit M shall not limit or restrict the Borrower from making voluntary prepayments of any Term Loans in accordance with Section 9.04(g2.11(a) of this Agreement. Annex A FORM OF AUCTION NOTICE Citibank, N.A., as Agent for the Lenders parties to the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party referred to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party below 0000 Xxxxx Xxxx, Building #3 New Castle, Delaware 19720 Attention: Bank Loan Syndications Department Re: Auction Ladies and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction ManagerGentlemen: Credit Agreement, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. The Auction Manager’s interpretation of the terms and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below October 3, 2011 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)) among Sealed Air Corporation, receipt of a copy of which is hereby acknowledged by the Assigneeother borrowers parties thereto, Citibank, N.A., as Agent for the Lenders and the other financial institutions from time to time party thereto. The Standard Terms and Conditions Capitalized terms used but not otherwise defined herein shall have the meanings 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 the Auction Procedures. The [Borrowers] hereby give notice to the extent related Lenders that it desires to conduct the following Auction: • Auction Amount: $[ ], representing [the total par principal amount of Term Advances] [the total cash amount offered to be paid in exchange for Term Advances] pursuant to the Auction • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including Term Advances The [Borrowers] hereby represent that they do not have any Guarantees included in such facilities) and (b) material non-public information with respect 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 Loan Parties that has not been disclosed to the rights and obligations sold and assigned pursuant Lenders (other than Lenders that do not wish 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 receive material non-public information with respect to the Assignor andLoan Parties) prior to the date hereof The Auction shall be consummated in accordance with Auction Procedures with each Return Bid due by [ ]. Very truly yours, except as expressly provided in this Assignment and Assumption[NAME OF BORROWERS], without representation or warranty by the Assignor.By: Name: Title: Annex A FORM OF RETURN BID [Lender Letterhead] [Insert Administrative Agent Contact Details]

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Parent Borrower Party may withdraw an a Dutch Auction Purchase Offer only if by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bid has Bids have been received by the Auction Manager at or prior to the time of withdrawalthe Auction Manager receives such written notice from the Parent Borrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by cancelled; provided that a LenderTerm Loan A Lender or Incremental Term Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, an a Dutch Auction Purchase Offer may shall become void if the Parent Borrower fails to satisfy one or more of the conditions to the purchase of Term Loans set forth in in, or to otherwise comply with the provisions of Section 9.04(g9.4(k) of the Credit Agreement are not metto which this Schedule 9.4(k) is attached. The purchase price for all Term Loans purchased in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions a Dutch Auction shall be paid in cash by the Parent Borrower directly by such Purchasing Borrower Party to the respective assigning Term Loan A Lender or Incremental Term Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Parent Borrower (which shall be not no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The applicable Purchasing Parent Borrower Party shall execute each applicable Affiliated Lender Auction Assignment and Assumption Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an a Dutch Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyParent Borrower, and their the Auction Manager’s determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. conclusive, absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Auction NoticeOffer Document, in consultation with the applicable Purchasing Borrower PartyParent Borrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. binding. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyParent Borrower, the Loan Parties Subsidiaries or any of their respective 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. Notwithstanding anything The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the contrary contained herein or benefits of the provisions of Article VIII and Section 9.3 of the Credit Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Loan Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in any other Loan Document, this Exhibit G order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Schedule 9.4(k) shall not require the Parent Borrower or any Purchasing Borrower Party Subsidiary to initiate any Auction Purchase OfferDutch Auction, nor shall any Term Loan A Lender or Incremental Term Lender be obligated to participate in any Dutch Auction. EXHIBIT H A [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to timeCLOSING CERTIFICATE [Date] I, the undersigned, do hereby certify that I am the duly elected and qualified [President][Executive Vice President][Chief Financial Officer] of [Name of Loan Party], a [ ] organized and existing under the laws of [the State of] (the “Credit AgreementCompany”), receipt of a copy of which is and do 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 certify on behalf 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.Company that:

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party Parent or its Restricted Subsidiary, as applicable, may withdraw an a Dutch Auction Purchase Offer only if by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bid has Bids have been received by the Auction Manager at or prior to the time of withdrawalthe Auction Manager receives such written notice from Parent or its Restricted Subsidiary, as applicable. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by cancelled; provided that a LenderTerm Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, an a Dutch Auction Purchase Offer may shall become void if Parent or its Restricted Subsidiary, as applicable, fails to satisfy one or more of the conditions to the purchase of Term Loans set forth in in, or to otherwise comply with the provisions of Section 9.04(g10.06(j) of the Credit Agreement are not metAgreement. The purchase price for all Term Loans purchased in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions a Dutch Auction shall be paid in cash by Parent or its Restricted Subsidiary, as applicable, directly by such Purchasing Borrower Party to the respective assigning Term Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with Parent or its Restricted Subsidiary, as applicable, (which shall be not no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The applicable Purchasing Borrower Party Parent or its Restricted Subsidiary, as applicable, shall execute each applicable Affiliated Lender Auction Assignment and Assumption Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an a Dutch Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyParent or its Restricted Subsidiary, as applicable, 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 9.04(g) of the Credit Agreement or this Exhibit G. conclusive, absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Auction NoticeOffer Document, in consultation with the applicable Purchasing Borrower PartyParent or its Restricted Subsidiary, as applicable, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. binding. None of the Administrative Agent, the Auction Manager Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyParent, the Loan Parties its Subsidiaries or any of their respective 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G shall not require any Purchasing Borrower Party to initiate any The Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and 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 Manager acting in its capacity as such under a Lender under Dutch Auction shall be entitled to the benefits of the provisions of Article 9 and Section 10.04 of the Credit Agreement and any other documents or instruments delivered pursuant thereto to the same extent related as if each reference therein to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) “Administrative Agent” were a reference to the extent permitted Auction Manager, each reference therein to be assigned under applicable lawthe “Loan Documents” were a reference to the Offer Documents, all claims, suits, causes of action the Auction Notice and any other right of Auction Assignment and Acceptance and each reference therein to the Assignor (“Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its capacity as a Lender) against any Person, whether known or unknown, arising under or responsibilities and duties in connection with the Credit Agreementeach Dutch Auction. The foregoing auction procedures shall not require Parent or any Subsidiary to initiate any Dutch Auction, nor shall any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or Term Lender be obligated to participate 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 AssignorDutch Auction.

Additional Procedures. Once No Borrower is required to undertake any Auction, but once initiated by an Auction Notice, a Borrower may not withdraw an Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will be obligated to sell the entirety or its pro rata portion of the Reply Amount at the Applicable Discounted Price. The Borrower will not have any obligation to purchase any Applicable Loans outside of the applicable Purchasing Borrower Party may withdraw Discount Range nor will any Return Bids outside such applicable Discount Range be considered in any calculation of the Applicable Discounted Price or satisfaction of the Auction Amount. Each purchase of Applicable Loans in an Auction Purchase Offer only if no Qualifying Bid has been shall be consummated pursuant to procedures (including as to response deadlines, rounding amounts, type and Interest Period of accepted Applicable Loans, settlement procedures (including, to the extent Common Stock is used as Auction Consideration, the calculation of the number of shares of Common Stock to be received by Lenders with a Qualifying Bid) and calculation of Applicable Discounted Price referred to above) established jointly by the Manager, the Administrative Agent and the Borrower. To the extent that no Lenders have validly tendered any Applicable Loans of a Class requested in an Auction Manager Notice, the Borrower may amend such Auction Notice for such Applicable Loans at least 24 hours before the then-scheduled expiration time for such Auction. In addition, the Borrower may extend the expiration time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(g) of the Credit Agreement are not metat least 24 hours before such expiration time. The purchase price in respect provisions of each Qualifying Bid for which purchase by this Exhibit D shall not limit or restrict the applicable Purchasing Borrower Party is required Borrowers from making voluntary prepayments of any Applicable Loans in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. The Agreement. Annex A FORM OF AUCTION NOTICE [Borrower Letterhead] [Manager] [Address] Attention: [ ] Credit Suisse AG, as Administrative Agent Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: [ ] Re: Auction Manager’s interpretation of Ladies and Gentlemen: Reference is made to the terms Amended and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Restated Credit Agreement or this Exhibit G. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below March 28, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt among CBRE Services, Inc., a Delaware corporation, CBRE Limited, a limited company organized under the laws of England and Wales, CBRE Limited, a copy corporation organized under the laws of which is hereby acknowledged by the Assigneeprovince 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 “Lenders”), and Credit Suisse AG, as Administrative Agent and Collateral Agent for the Lenders. The Standard Terms and Conditions Capitalized terms used but not otherwise defined herein shall have the meanings 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 the Auction Procedures set forth as Exhibit D thereto. The undersigned Borrower hereby gives notice to the extent related holders of the [Tranche A] [Tranche B] [Other Term] Loans that it desires to conduct the following Auction: • Auction Amount: $[ ] [Tranche A] [Tranche B] [Other Term] Loans, representing [the total par principal amount of such Term Loans offered to be purchased] [the total cash amount offered to be paid pursuant to the Auction] • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.[Tranche A] [Tranche B] [Other Term] Loans

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party Offeror may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by written notice to the Auction Manager at the time of withdrawalManager. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, 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 Purchase Offer may shall become void if the Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans set forth in Section 9.04(g12.01(h) or 12.01(i) of the Credit Agreement are not metAgreement, as applicable, or to otherwise comply with any of the provisions of such Sections 12.01(h) or 12.01(i). The purchase price for all Term Loans purchased in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions an Auction shall be paid in cash by the Offeror directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Offeror (which shall be not no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The applicable Purchasing Borrower Party Offeror shall execute each applicable Affiliated Lender Auction Assignment and Assumption Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyOfferor, and their the Auction Manager’s determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. binding. The Auction Manager’s interpretation of the terms and conditions of the Auction NoticeOffer Document, in consultation with the applicable Purchasing Borrower PartyOfferor, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. binding. None of the Administrative Agent, the Auction Manager Manager, any other Agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties Parties, or any of their respective Affiliates (whether affiliates 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. Notwithstanding anything Immediately upon the consummation of an Auction pursuant to the contrary contained herein or in any other Loan Document, this Exhibit G shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”Section 12.01(i) 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and 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) Term Loans subject to such Auction and all the Assignor’s rights and obligations in its capacity as a Lender related to such Term Loans shall for all purposes (including under the Credit Agreement, the other Loan Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect, and neither Holdco nor any Holdco Subsidiary shall obtain nor have any rights as a Lender under the Credit Agreement and any or under the 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 Loan Documents by virtue of the Assignor under the respective facilities identified below (including acquisition of any Guarantees included in Term Loans subject to such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (Auction. The Auction Manager acting in its capacity as such under an Auction shall be entitled to the benefits of the provisions of Article 10 and Section 9.06 of the Credit Agreement to the same extent as if each reference therein to the “Administrative Agent” were a Lender) against any Personreference to the Auction Manager, whether known or unknown, arising under or 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 the Credit Agreementeach Auction. This Exhibit H shall not require Holdco, any other documents Holdco Subsidiary or instruments delivered pursuant thereto or the loan transactions governed thereby or any Affiliated Lender to initiate any Auction, nor shall any Lender be obligated to participate 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 AssignorAuction.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if in the event that, as of such time, (i) no Qualifying Bid has been received by the Auction Manager or (ii) the Borrower has failed, or believes in good faith that it will fail, to satisfy one or more of the conditions set forth in Section 2.14 of the Credit Agreement which are required to be met at the time which otherwise would have been the time of withdrawalpurchase of Term Loans pursuant to the respective Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans by the Borrower required by the terms and conditions of Section 9.04(g) 2.14 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.14 of the Credit Agreement or this Exhibit G. Schedule 2.14. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.14 of the Credit Agreement or this Exhibit G. Schedule 2.14. None of the Administrative Agent, the Auction Manager Manager, any other Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the other Loan Parties Parties, or any of their respective Affiliates 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G This Schedule 2.14 shall not require any Purchasing the Borrower Party to initiate any Auction Purchase OfferAuction. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date SCHEDULE 5.05 Financial Statements; Not material Adverse Effect The Indebtedness set forth below and on Schedule 7.03 is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), 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 fullherein. 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.SCHEDULE 5.08

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction Manager at or (ii) the time Borrower has failed to meet a condition set forth in Section 2.25 of withdrawalthe Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans of any applicable Class by the Borrower required by the terms and conditions of Section 9.04(g) 2.25 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender 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 of each applicable Class that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.25 of the Credit Agreement or this Exhibit G. F. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.25 of the Credit Agreement or this Exhibit G. F. None of the Administrative Agent, the Auction Manager Manager, any other Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties Parties, or any of their respective Affiliates 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G F shall not require any Purchasing the Borrower Party to initiate any Auction Purchase OfferAuction. EXHIBIT G [Reserved] EXHIBIT H FORM OF [FORM OFTERM][REVOLVING] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION NOTE $[ ] New York, New York [Date] FOR VALUE RECEIVED, [BORROWER] hereby promises to pay to [LENDER] or its registered assigns (the “Lender”), in lawful money of the United States of America in immediately available funds, to the Administrative Agent’s payment office initially located at 901 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000-0000 Xxxention: Xxxxxx Xxxxxxx on the [Term][Revolving] Facility Maturity Date (as defined in the Agreement) the principal sum of [ ] DOLLARS ($[ ]) or, if less, the unpaid principal amount of all Term Loans (as defined in the Agreement) made by the Lender pursuant to the Agreement, payable at such times and in such amounts as are specified in the Agreement. The Borrower also promises to pay interest on the unpaid principal amount of each [Term] [Revolving Facility] Loan made by the Lender in like money at said office from the date hereof until paid at the rates and at the times provided in Section 2.13 of the Agreement. This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”Note is one of the Notes referred to in Section 2.09(e) is of the Credit Agreement, dated as of June 19, 2017, among CenturyLink Escrow, LLC, a Delaware limited liability company, to be merged with and into CenturyLink, Inc., a Louisiana corporation, as Borrower, the Effective Date set forth below lenders from time to time party thereto (including the Lender), the issuing banks from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent and Swingline Lender (as amended, restated, modified and/or supplemented from time to time, the “Agreement”) and is entered into by entitled to the benefits thereof and between of the Assignor other Loan Documents (as defined below) and in the Assignee Agreement). This Note is secured in accordance with the Security Documents (as defined belowin the Agreement) and is entitled to the benefits of the Guarantees (as defined in the Agreement) provided by the Guarantors pursuant to the Loan Documents (as each such term is defined in the Agreement). As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the [Term] [Revolving] Facility Maturity Date, in whole or in part, and [Term] [Revolving Facility] Loans may be converted from one Type (as defined in the Agreement) into another Type to the extent provided in the Agreement. In case an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE AGREEMENT. THIS NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EXHIBIT I FORM OF PERFECTION CERTIFICATE [See Attached] Exhibit I PERFECTION CERTIFICATE Reference is hereby made to (i) that certain Collateral Agreement dated as of [ ], 2017 (the “Collateral Agreement”), among the Guarantors party thereto (collectively, the “Guarantors”) and Bank of America, N.A., as the collateral agent (in such capacity, the “Collateral Agent”) and (ii) that certain Credit Agreement dated as of June 19, 2017 (the “Credit Agreement”) among CenturyLink Escrow, LLC, as borrower, certain other parties thereto and Bank of America, N.A., as Administrative Agent, Collateral Agent and Swingline Lender. Capitalized terms used but not defined herein shall have the meanings given to them assigned 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Company Party may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled canceled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(g) 2.24 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable such Purchasing Borrower Company Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Company Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Company Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Company Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Company Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.24 of the Credit Agreement or this Exhibit G. J. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower Company Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.24 of the Credit Agreement or this Exhibit G. J. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Company 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G J shall not require any Purchasing Borrower Company Party to initiate any Auction Purchase OfferOffers. EXHIBIT H K [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”) CLOSING CERTIFICATE OF [LOAN PARTY] [ ] Reference is made to the Credit Agreement, 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below December 20, 2017 (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 considerationamong Diplomat Pharmacy, Inc., the Assignor hereby irrevocably sells Lenders party thereto and assigns JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject Credit Agreement. Pursuant to and in accordance with the Standard Terms and Conditions referred to below and Section 4.01(c) of the Credit Agreement, as the undersigned officer of [ ] (the “Company”) certifies, in the name and on behalf of the Effective Date inserted by the Administrative Agent as contemplated belowCompany, (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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable lawnot individually, 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.that:

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction Manager at or (ii) the time Borrower has failed to meet a condition set forth in Section 2.25 of withdrawalthe Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans of any applicable Class by the Borrower required by the terms and conditions of Section 9.04(g) 2.25 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender 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 of each applicable Class that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.25 of the Credit Agreement or this Exhibit G. F. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.25 of the Credit Agreement or this Exhibit G. F. None of the Administrative Agent, the Auction Manager Manager, any other Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties Parties, or any of their respective Affiliates 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G F shall not require any Purchasing the Borrower Party to initiate any Auction Purchase OfferAuction. EXHIBIT G [Reserved] EXHIBIT H FORM OF [FORM OFTERM][REVOLVING] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION NOTE $[ ] New York, New York [Date] FOR VALUE RECEIVED, CenturyLink, Inc. hereby promises to pay to [LENDER] or its registered assigns (the “Lender”), in lawful money of the United States of America in immediately available funds, to the Administrative Agent’s payment office initially located at [ ] on the [Term][Revolving] Facility Maturity Date (as defined in the Agreement) the principal sum of [ ] DOLLARS ($[ ]) or, if less, the unpaid principal amount of all [Term][Revolving Facility] Loans (as defined in the Agreement) made by the Lender pursuant to the Agreement, payable at such times and in such amounts as are specified in the Agreement. The Borrower also promises to pay interest on the unpaid principal amount of each [Term] [Revolving Facility] Loan made by the Lender in like money at said office from the date hereof until paid at the rates and at the times provided in Section 2.13 of the Agreement. This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”Note is one of the Notes referred to in Section 2.09(e) is of the Credit Agreement, dated as of June 19, 2017, and as Amended and Restated as of January [ ], 2020, among CenturyLink, Inc., a Louisiana corporation, as Borrower, the Effective Date set forth below lenders from time to time party thereto (including the Lender), the issuing banks from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent and Swingline Lender (as amended, restated, modified and/or supplemented from time to time, the “Agreement”) and is entered into by entitled to the benefits thereof and between of the Assignor other Loan Documents (as defined below) and in the Assignee Agreement). This Note is secured in accordance with the Security Documents (as defined belowin the Agreement) and is entitled to the benefits of the Guarantees (as defined in the Agreement) provided by the Guarantors (as defined in the Agreement) pursuant to the Loan Documents. As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the [Term] [Revolving] Facility Maturity Date, in whole or in part, and [Term] [Revolving Facility] Loans may be converted from one Type (as defined in the Agreement) into another Type to the extent provided in the Agreement. In case an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE AGREEMENT. THIS NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EXHIBIT I FORM OF PERFECTION CERTIFICATE [See Attached] Exhibit I PERFECTION CERTIFICATE Reference is hereby made to (i) that certain Collateral Agreement dated as of October 13, 2017 (the “Collateral Agreement”), among the Guarantors party thereto (collectively, the “Guarantors”) and Bank of America, N.A., as the collateral agent (in such capacity, the “Collateral Agent”) and (ii) that certain Credit Agreement, dated as of June 19, 2017, and as Amended and Restated as of January [ ], 2020 (the “Credit Agreement”), among CenturyLink Inc., as Borrower, certain other parties thereto and Bank of America, N.A., as Administrative Agent, Collateral Agent and Swingline Lender. Capitalized terms used but not defined herein shall have the meanings given to them assigned 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this 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 if no Qualifying Bid has been received by prior written notice to the Administrative Agent. Furthermore, in connection with any Auction Manager at the time with respect to a particular tranche of withdrawalTerm Loans, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a LenderLender unless otherwise agreed by the Borrower. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans of the applicable tranche by the Borrower required by the terms and conditions of Section 9.04(g) 2.28 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due)Manager. The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Auction Assignment and Assumption Acceptance received in connection with a Qualifying BidBid upon consummation of such purchase. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with Manager and the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.28 of the Credit Agreement or this Exhibit G. I. The joint interpretation by the Auction Manager’s interpretation Manager and the Borrower of the terms and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower PartyOffer Document, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.28 of the Credit Agreement or this Exhibit G. I. None of the Administrative Agent, the Auction Manager Manager, any other Agent-Related Person or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties Parties, or any of their respective Affiliates (whether contained in an offering document Offer Document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G I shall not require any Purchasing the Borrower Party to initiate any Auction Purchase OfferAuction. EXHIBIT H [J FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment OF INCREMENTAL BORROWING REQUEST Dated: ____________, 20__ Credit Suisse AG, Cayman Islands Branch, as Administrative Agent Eleven Madison Avenue, 23rd Floor Xxx Xxxx, XX 00000 Attention: Loan Operations - Agency Manager Email: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx Ladies and Assumption (this “Assignment and Assumption”) Gentlemen: Reference is made to the Credit Agreement 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below December 15, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms not defined herein shall have the meanings as defined in the Credit Agreement), receipt of a copy of which is hereby acknowledged by among 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 undersigned, as if set forth herein in full. For an agreed considerationBorrower, the Assignor hereby irrevocably sells and assigns Lenders named therein, Credit Suisse AG, Cayman Islands Branch (“CS”), as Administrative Agent. Pursuant 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 Section 2.25 of the Credit Agreement, as the Borrower hereby requests a Borrowing 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 Incremental Term Loans 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 respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or and in that connection the loan transactions governed thereby or in any way based on or related Borrower specifies the following information with respect 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.such Borrowing:

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Lux Borrower Party may withdraw an Auction Purchase Offer only if in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction Manager at or (ii) the time Lux Borrower has failed to meet a condition set forth in Section 2.23 of withdrawalthe Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans of any applicable Class by the Lux Borrower required by the terms and conditions of Section 9.04(g) 2.23 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Lux Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Lux Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the Lux Borrower Party and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Lux Borrower Party shall execute each applicable Affiliated Lender 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 of each applicable Class that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyLux Borrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.23 of the Credit Agreement or this Exhibit G. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyLux Borrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.23 of the Credit Agreement or this Exhibit G. None of the Administrative Agent, the Auction Manager Manager, any other Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyLux Borrower, the Loan Parties Parties, or any of their respective Affiliates 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G shall not require any Purchasing the Lux Borrower Party to initiate any Auction Purchase OfferAuction. EXHIBIT H FORM OF MORTGAGE MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING by and from [FORM OF______________________], “Mortgagor” to ACQUIOM AGENCY SERVICES LLC, in its capacity as Collateral Agent, “Mortgagee” Dated as of ________ ___, 202_ Location: [_______________] AFFILIATED LENDER Municipality: [_______________] County: [_______________] State: [_______________] RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: [______________________] Prepared by [______________________] MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND ASSUMPTION This Affiliated Lender Assignment and Assumption LEASES AND FIXTURE FILING THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (this “Assignment and AssumptionMortgage”) is dated as of the Effective Date set forth below and is entered into ______ ___, 202_ by and between the Assignor from [__________________________], a [________________], as mortgagor, assignor and debtor (as defined below) in such capacities and, together with any successors and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them assigns in the Credit Agreement identified below (as amendedsuch capacities, restated, supplemented or otherwise modified from time to time, the “Credit AgreementMortgagor”), receipt of a copy of which whose address is hereby acknowledged by [______________________], to ACQUIOM AGENCY SERVICES LLC, as Collateral Agent for the Assignee. The Standard Terms Secured Parties, as mortgagee, assignee and Conditions set forth secured party (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 considerationsuch capacities and, the Assignor hereby irrevocably sells together with its successors 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable lawcapacities, 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 InterestMortgagee”). 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 Assignorhaving an address at [●].

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party Offeror may withdraw an Auction Purchase Offer only if by written notice to the Auction Manager so long as no Qualifying Bid has Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice; provided that that the Offeror’s obligation to purchase Term Loans from any Lender shall be conditioned on (i) such Lender making the representations and warranties set forth in the Affiliate Assignment Agreement and (ii) there being no pending actions, suits or proceedings pending or threatened, in each case brought by a third party, in writing that seek to enjoin such Auction. Furthermore, in connection with any Auction, upon submission by a Lender of withdrawala Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or 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 Purchase Offer may shall become void if the Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans set forth in Section 9.04(g9.04(b) of the Credit Agreement are not metAgreement, as applicable, or to otherwise comply with any of the provisions of such Section 9.04(b). The purchase price for all Term Loans purchased in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions an Auction shall be paid in cash by the Offeror directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Offeror (which shall be not no later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party Offeror shall execute each applicable Affiliated Lender Affiliate Assignment and Assumption Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction ManagerManager in accordance with the terms of the Loan Documents, in consultation with the applicable Purchasing Borrower PartyOfferor, and their the Auction Manager’s determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeconclusive, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. absent manifest error. None of the Administrative Agent, the Auction Manager Manager, any other agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (whether 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. Notwithstanding anything The Auction Manager acting in its capacity as such under an Auction shall be entitled to the contrary contained herein or 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 any other Loan Document, this order to enable it to perform its responsibilities and duties in connection with each Auction. This Exhibit G L shall not require the Borrower or any Purchasing Borrower Party of its Subsidiaries to initiate any Auction Purchase OfferAuction, nor shall any Lender be obligated to participate in any Auction. EXHIBIT H [M FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION OF COMPLIANCE CERTIFICATE This Affiliated Lender Assignment and Assumption Compliance Certificate (this “Assignment and AssumptionCertificate”) is delivered pursuant to Section 5.01(e) of the Credit Agreement 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below February 26, 2021 (as amended, restated, modified and/or supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by among Xxxxxxx Kodak Company (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“Borrower”), the Assignor hereby irrevocably sells and assigns to the AssigneeLenders party thereto, 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 AgreementAlter Domus (US) LLC, as of administrative agent (in such capacity, the Effective Date inserted by the “Administrative Agent as contemplated belowAgent”). Unless otherwise defined herein, (a) all the Assignor’s rights and obligations terms defined in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto used herein shall have the meanings given 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 respective facilities identified below (including any Guarantees included them in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this 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 if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled canceled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(g) 2.19 of the Credit Term Loan Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable such Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.19 of the Credit Term Loan Agreement or this Exhibit G. J. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.19 of the Credit Term Loan Agreement or this Exhibit G. J. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties Parties, or any of their respective Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G J shall not require any Purchasing Borrower Party to initiate any Auction Purchase OfferOffers. EXHIBIT H K-1 FORM OF U.S. SECURITY AGREEMENT [FORM OFSee attached] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment SECURITY AGREEMENT by UBER TECHNOLOGIES, INC., as the Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO and Assumption (this “Assignment and Assumption”) is dated CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent 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)April 4, 2018 TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 1 ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented Definitions 2 SECTION 1.2. Interpretation 4 SECTION 1.3. Resolution of Drafting Ambiguities 4 SECTION 1.4. Security Interest or otherwise modified from time to time, the “Credit Agreement”), receipt Lien References 4 ARTICLE II GRANT OF SECURITY SECTION 2.1. Grant of a copy of which is hereby acknowledged by the AssigneeSecurity Interest 4 SECTION 2.2. 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.Filings 5 ARTICLE III PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF PLEDGED COLLATERAL

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an must, in accordance with Section 2.12(g)(iii) of the Credit Agreement, terminate any Auction Purchase Prepayment Offer only if no Qualifying Bid has been received by it reasonably believes that it will fail to satisfy one or more of the Auction Manager conditions set forth in Section 2.12(g)(ii) of the Credit Agreement which are required to be met at the time which otherwise would have been the time of withdrawalprepayment of Term Loans pursuant to such Auction Prepayment Offer. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Prepayment Offer may become void if the conditions to the purchase prepayment set forth in Section 9.04(g) 2.12 of the Credit Agreement are not met. The Borrower shall pay the aggregate purchase price in respect of each all Qualifying Bid Bids for which purchase prepayment by 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 Administrative Agent for the account of the applicable Lenders not later than 2:00 p.m. on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date 131 Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Prepayment Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g2.12(g) of the Credit Agreement or this Exhibit G. C, as determined by the Auction Manager in good faith. The Auction Manager’s interpretation of the terms and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g2.12(g) of the Credit Agreement or this Exhibit G. C, as determined by the Auction Manager in good faith. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties Parent or any of their respective its 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G C shall not require any Purchasing the Borrower Party to initiate any Auction Purchase Prepayment Offer. EXHIBIT H [.D - 2 132 Exhibit D FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment OF BORROWING REQUEST/ INTEREST RATE REQUEST Date: ___________, _____ To: Bank of America, N.A., as Administrative Agent Ladies and Assumption (this “Assignment and Assumption”) Gentlemen: Reference is made to that certain Credit Agreement, 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below November 27, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among EVERTEC, Inc., a Puerto Rican corporation (“Parent”), receipt EVERTEC Group, LLC, a Puerto Rican limited liability company (the “Borrower”), the Lenders party thereto from time to time, and Bank of a copy of which is hereby acknowledged by the AssigneeAmerica, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and L/C Issuer. The Standard Terms and Conditions set forth in Annex I attached hereto are undersigned hereby agreed to and incorporated herein by reference and made a part requests (select one): A Borrowing 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 [Revolving Facility][Term A][Term B] Loans A conversion or continuation 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.[Revolving Facility][Term A][Term B] Loans

Additional Procedures. Once No Borrower is required to undertake any Auction, but once initiated by an Auction Notice, a Borrower may not withdraw an Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will be obligated to sell the entirety or its pro rata portion of the Reply Amount at the Applicable Discounted Price. The Borrower will not have any obligation to purchase any Applicable Loans outside of the applicable Purchasing Borrower Party may withdraw Discount Range nor will any Return Bids outside such applicable Discount Range be considered in any calculation of the Applicable Discounted Price or satisfaction of the Auction Amount. Each purchase of Applicable Loans in an Auction Purchase Offer only if no Qualifying Bid has been shall be consummated pursuant to procedures (including as to response deadlines, rounding amounts, type and Interest Period of accepted Applicable Loans, settlement procedures (including, to the extent Common Stock is used as Auction Consideration, the calculation of the number of shares of Common Stock to be received by Lenders with a Qualifying Bid) and calculation of Applicable Discounted Price referred to above) established jointly by the Manager, the Administrative Agent and the Borrower. To the extent that no Lenders have validly tendered any Applicable Loans of a Class requested in an Auction Manager Notice, the Borrower may amend such Auction Notice for such Applicable Loans at least 24 hours before the then-scheduled expiration time for such Auction. In addition, the Borrower may extend the expiration time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(g) of the Credit Agreement are not metat least 24 hours before such expiration time. The purchase price in respect provisions of each Qualifying Bid for which purchase by this Exhibit D shall not limit or restrict the applicable Purchasing Borrower Party is required Borrowers from making voluntary prepayments of any Applicable Loans in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. The Agreement. Annex A FORM OF AUCTION NOTICE [Borrower Letterhead] [Manager] [Address] Attention: [ ] Credit Suisse AG, as Administrative Agent Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: [ ] Re: Auction Manager’s interpretation of the terms Ladies and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation Gentlemen: Reference is not inconsistent with the terms of Section 9.04(g) of made to the Credit Agreement or this Exhibit G. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below November 10, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt among CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation, CB Xxxxxxx Xxxxx Limited, a limited company organized under the laws of England and Wales, CB Xxxxxxx Xxxxx Limited, a copy corporation organized under the laws of which is hereby acknowledged by the Assigneeprovince of New Brunswick, CB Xxxxxxx Xxxxx Pty Limited, a company organized under the laws of Australia and registered in New South Wales, CB Xxxxxxx Xxxxx Limited, a company organized under the laws of New Zealand, CB Xxxxxxx Xxxxx Group, Inc., a Delaware corporation, the lenders from time to time party thereto (the “Lenders”), and Credit Suisse AG, as Administrative Agent and Collateral Agent for the Lenders. The Standard Terms and Conditions Capitalized terms used but not otherwise defined herein shall have the meanings 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 the Auction Procedures set forth as Exhibit D thereto. The undersigned Borrower hereby gives notice to the extent related holders of the [Tranche A] [Tranche B] [Other Term] Loans that it desires to conduct the following Auction: • Auction Amount: $[ ] [Tranche A] [Tranche B] [Other Term] Loans, representing [the total par principal amount of such Term Loans offered to be purchased] [the total cash amount offered to be paid pursuant to the Auction] • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.[Tranche A] [Tranche B] [Other Term] Loans

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an must, in accordance with Section 2.12(g)(iii) of the Credit Agreement, terminate any Auction Purchase Prepayment Offer only if no Qualifying Bid has been received by it reasonably believes that it will fail to satisfy one or more of the Auction Manager conditions set forth in Section 2.12(g)(ii) of the Credit Agreement which are required to be met at the time which otherwise would have been the time of withdrawalprepayment of Term Loans pursuant to such Auction Prepayment Offer. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Prepayment Offer may become void if the conditions to the purchase prepayment set forth in Section 9.04(g) 2.12 of the Credit Agreement are not met. The Borrower shall pay the aggregate purchase price in respect of each all Qualifying Bid Bids for which purchase prepayment by 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 Administrative Agent for the account of the applicable Lenders not later than 2:00 p.m. on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Prepayment Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g2.12(g) of the Credit Agreement or this Exhibit G. C, as determined by the Auction Manager in good faith. The Auction Manager’s interpretation of the terms and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g2.12(g) of the Credit Agreement or this Exhibit G. C, as determined by the Auction Manager in good faith. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties Parent or any of their respective its 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G C shall not require any Purchasing the Borrower Party to initiate any Auction Purchase Prepayment Offer. C - 3 Auction Procedures EXHIBIT H [D FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment OF BORROWING REQUEST / INTEREST ELECTION REQUEST Date: ___________, _____ To: Truist Bank, as Administrative Agent Ladies and Assumption (this “Assignment and Assumption”) Gentlemen: Reference is made to that certain Credit Agreement, 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below December 1, 2022 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among EVERTEC, Inc., a Puerto Rican corporation (“Parent”), receipt of EVERTEC Group, LLC, a copy of which is hereby acknowledged by Puerto Rican limited liability company (the Assignee“Borrower”), the Lenders and L/C Issuers party thereto from time to time, and Truist Bank, as Administrative Agent, Collateral Agent, Swingline Lender and an L/C Issuer. The Standard Terms and Conditions set forth in Annex I attached hereto are undersigned hereby agreed to and incorporated herein by reference and made a part requests (select one): ☐ A Borrowing 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 [Revolving Facility][Term A][Term B] Loans ☐ A conversion or continuation 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.[Revolving Facility][Term A][Term B] Loans

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing respective Borrower Party may withdraw an Auction Purchase Offer only if in the event that, as of such time, (i) no Qualifying Bid has been received by the Auction Manager or (ii) the respective Borrower has failed, or believes in good faith that it will fail, to satisfy one or more of the conditions set forth in Section 2.19(a) of the Credit Agreement which are required to be met at the time which otherwise would have been the time of withdrawalpurchase of B Term Loans (in the case of an Auction in respect of B Term Loans) or C Term Loans (in the case of an Auction in respect of C Term Loans) pursuant to the respective Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth of B Term Loans (in the case of an Auction in respect of B Term Loans) or C Term Loans (in the case of an Auction in respect of C Term Loans) by the respective Borrower required by the terms and conditions of Section 9.04(g2.19(a) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing respective 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 the respective Borrower Party and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing respective Borrower Party shall execute each applicable Affiliated Lender Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of B Term Loans (in the case of an Auction in respect of B Term Loans) or C Term Loans (in the case of an Auction in respect of C Term Loans), that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Partyrespective Borrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g2.19(a) of the Credit Agreement or this Exhibit G. Schedule 2.19(a). The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower Partyrespective Borrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g2.19(a) of the Credit Agreement or this Exhibit G. Schedule 2.19(a). None of the Administrative Agent, the Auction Manager Manager, any other Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Partyeither Borrower, the Loan Parties other Credit Parties, or any of their respective Affiliates 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G This Schedule 2.19(a) shall not require any Purchasing either Borrower Party to initiate any Auction Purchase OfferAuction. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”SCHEDULE 3.01(a) is dated as EXISTING LETTERS OF CREDIT All letters of the Effective Date set forth credit below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given are issued 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor andBWAY Corporation, except as expressly provided indicated in this Assignment and Assumption, without representation or warranty by the Assignornumber 9 below.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled canceled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(g) 2.19 of the Credit Term Loan Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable such Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.19 of the Credit Term Loan Agreement or this Exhibit G. J. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.19 of the Credit Term Loan Agreement or this Exhibit G. J. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G J shall not require any Purchasing Borrower Party to initiate any Auction Purchase OfferOffers. Pursuant to 17 C.F.R. Section 200.83 EXHIBIT H K FORM OF U.S. SECURITY AGREEMENT [FORM OFSee attached] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83 SECURITY AGREEMENT by UBER TECHNOLOGIES, INC., as the Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO and Assumption (this “Assignment and Assumption”) is dated XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent ______________________ Dated as of the Effective Date set forth below and is entered into July 13, 2016 Confidential Treatment Requested by and between the Assignor (as defined below) and the Assignee (as defined below)Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83 TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 1 ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented Definitions 2 SECTION 1.2. Interpretation 4 SECTION 1.3. Resolution of Drafting Ambiguities 4 SECTION 1.4. Security Interest or otherwise modified from time to time, the “Credit Agreement”), receipt Lien References 4 ARTICLE II GRANT OF SECURITY SECTION 2.1. Grant of a copy of which is hereby acknowledged by the AssigneeSecurity Interest 4 SECTION 2.2. 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.Filings 5 ARTICLE III PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF PLEDGED COLLATERAL

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or 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 Purchase Offer may shall become void if the Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans set forth in Section 9.04(g11.06(g) or 11.06(h) of the Credit Agreement are not metAgreement, as applicable, or to otherwise comply with any of the provisions of such Sections 11.06(g) or 11.06(h). The purchase price for all Term Loans purchased in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions an Auction shall be paid in cash by the Offeror directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Offeror (which shall be not no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The applicable Purchasing Borrower Party Offeror shall execute each applicable Affiliated Lender Auction Assignment and Assumption Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyOfferor, and their the Auction Manager’s determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Auction NoticeOffer Document, in consultation with the applicable Purchasing Borrower PartyOfferor, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. absent manifest error. None of the Administrative Agent, the Auction Manager Manager, any other Agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties Parties, or any of their respective Affiliates (whether affiliates 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. Notwithstanding anything Immediately upon the consummation of an Auction pursuant to Section 11.06(g) of the contrary contained herein or in any Credit Agreement, the Term Loans subject to such Auction and all rights and obligations as a Lender related to such Term Loans shall for all purposes (including under the Credit Agreement, the other Loan DocumentDocuments and otherwise) be deemed to be irrevocably prepaid, this terminated, extinguished, cancelled and of no further force and effect, and neither Holdings ,the Borrower nor any of its Subsidiaries shall obtain nor have any rights as a Lender under the Credit Agreement or under the other Loan Documents by virtue of the acquisition of any Term Loans subject to such Auction. This Exhibit G B shall not require Holdings, the Borrower, any Purchasing Borrower Party of its Subsidiaries or any Affiliated Lender to initiate any Auction Purchase OfferAuction, nor shall any Lender be obligated to participate in any Auction. EXHIBIT H [C FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”) OF BORROWING REQUEST Dated: , 20 Reference is made to that certain Term Loan Credit Agreement 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below March 3, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of among XXXXXX’X SUPERMARKETS, INC., a copy of which is hereby acknowledged by Wisconsin corporation (the Assignee“Borrower”), the several banks, financial institutions and other entities from time to time parties thereto (the “Lenders”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in any such capacity, together with its successors in such capacity, the “Administrative Agent”). All capitalized terms used but not otherwise defined herein have the meanings given to them in the Credit Agreement. The Standard Terms and Conditions set forth in Annex I attached hereto are Borrower hereby agreed gives irrevocable notice, pursuant to and incorporated herein by reference and made a part Section 4.01 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, of its request for the Borrowing to be made on [PROPOSED DATE OF BORROWING] (the “Borrowing Date”) in the aggregate principal amount of $[AMOUNT OF BORROWING], to be made as a [Base Rate Loans][Eurodollar Loan with initial Interest Period of [LENGTH OF INTEREST PERIOD]]. The Borrowing is to be a [Tranche B Term Loan Borrowing][Incremental Term Loan Borrowing][Refinancing Term Loan Borrowing][Incremental Revolving Commitment borrowing]. The account to be credited with the proceeds of the Borrowing is: Bank: JPMorgan Chase ABA #: 000000000 Account Name: Xxxxxx’x Supermarkets, Inc. A/C #: 550002011 In order to induce the Lenders to make the Loan requested hereby, the Borrower hereby represents and warrants as of the 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 date of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.Borrowing Request that:

Additional Procedures. Once No Borrower is required to undertake any Auction, but once initiated by an Auction Notice, a Borrower may not withdraw an Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will be obligated to sell the entirety or its pro rata portion of the Reply Amount at the Applicable Discounted Price. The Borrower will not have any obligation to purchase any Applicable Loans outside of the applicable Purchasing Borrower Party may withdraw Discount Range nor will any Return Bids outside such applicable Discount Range be considered in any calculation of the Applicable Discounted Price or satisfaction of the Auction Amount. Each purchase of Applicable Loans in an Auction Purchase Offer only if no Qualifying Bid has been shall be consummated pursuant to procedures (including as to response deadlines, rounding amounts, type and Interest Period of accepted Applicable Loans, settlement procedures (including, to the extent Common Stock is used as Auction Consideration, the calculation of the number of shares of Common Stock to be received by Lenders with a Qualifying Bid) and calculation of Applicable Discounted Price referred to above) established jointly by the Manager, the Administrative Agent and the Borrower. To the extent that no Lenders have validly tendered any Applicable Loans of a Class requested in an Auction Manager Notice, the Borrower may amend such Auction Notice for such Applicable Loans at least 24 hours before the then-scheduled expiration time for such Auction. In addition, the Borrower may extend the expiration time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(g) of the Credit Agreement are not metat least 24 hours before such expiration time. The purchase price in respect provisions of each Qualifying Bid for which purchase by this Exhibit D shall not limit or restrict the applicable Purchasing Borrower Party is required Borrowers from making voluntary prepayments of any Applicable Loans in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. The Agreement. Annex A FORM OF AUCTION NOTICE [Borrower Letterhead] [Manager] [Address] Attention: [ ] Credit Suisse AG, Cayman Islands Branch, as Administrative Agent Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: [ ] Re: Auction Manager’s interpretation of the terms Ladies and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation Gentlemen: Reference is not inconsistent with the terms of Section 9.04(g) of made to the Credit Agreement or this Exhibit G. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below October 31, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt among CBRE Services, Inc., a Delaware corporation, CBRE Limited, a limited company organized under the laws of England and Wales, CBRE Limited, a copy corporation organized under the laws of which is hereby acknowledged by the Assigneeprovince 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 “Lenders”), and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent for the Lenders. The Standard Terms and Conditions Capitalized terms used but not otherwise defined herein shall have the meanings 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 the Auction Procedures set forth as Exhibit D thereto. The undersigned Borrower hereby gives notice to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations holders of the Assignor under [Tranche A] [Other Term] Loans that it desires to conduct the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.following Auction:

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bid has Bids have been received by the Auction Manager at or prior to the time of withdrawalthe Auction Manager receives such written notice from the Borrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, 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(s) included in such Return Bid. However, an Auction Purchase Offer may shall become void if the Borrower fails to satisfy one or more of the conditions to the purchase of Term Loans set forth in Section 9.04(g) 2.15 of the Credit Agreement are not metAgreement. The purchase price in respect of for each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions Repurchase Offer shall be paid in cash by the Borrower 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 Borrower (which shall be not no later than ten Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, 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 9.04(g) of the Credit Agreement or this Exhibit G. binding. The Auction Manager’s interpretation of the terms and conditions of the Auction NoticeOffer Document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. binding. None of the Administrative Agent, the Auction Manager Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties Parties, or any of their respective 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Credit Party may withdraw an Auction Purchase Offer only if in the event that, as of such time, no Qualifying Return Bid has been received by the applicable Auction Manager at Manager, provided that such Credit Party’s obligation to purchase Term Loans from any Lender shall be conditioned on (i) such Lender making the time representations and warranties set forth in the Assumption Agreement and (ii) there being no pending actions, suits or proceedings pending or threatened in writing that seek to enjoin such Auction. Furthermore, in connection with any Auction, upon submission by a Lender of withdrawala Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the applicable Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans by the applicable Credit Party required by the terms and conditions of Section 9.04(g) 2.16 of the Credit Agreement are not met. The purchase price in respect for each purchase of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required Term Loans in accordance with Section 2.16 of the foregoing provisions Credit Agreement shall be paid directly by such Purchasing Borrower Party the applicable Credit Party, in each case directly to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the applicable Auction Agent in consultation with the Borrower Party and the Auction Manager (which shall be not no later than ten five (5) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Annex A to Exhibit 2.16 AUCTION NOTICE [Credit Party shall execute each applicable Affiliated Letterhead] [Auction Manager] Attention: [ ] Fax No.: [ ] Email: [ ] Re: Loan Auction Ladies and 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 Assignment and Assumption received 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: Annex B to Exhibit 2.16 RETURN BID [Auction Manager] Attention: [ ] Fax No.: [ ] Email: [ ] Ladies and eligibility 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 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 Purchase Offer will executed Assumption Agreement, to be determined held in escrow by the Auction Manager, obligates the Lender to sell the entirety or its pro rata portion of the Reply Amount in consultation accordance with the applicable Purchasing Borrower PartyAuction Procedures, and their determination will be final and binding so long as such determination is applicable. Reply Price Reply Amount (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 inconsistent with submit more than one. The sum of Lender’s bid(s) may not exceed the terms aggregate principal face amount of Section 9.04(g) of the Term Loans held by it. Annex C to Exhibit 2.16 to Credit Agreement or this Exhibit G. The Auction Manager’s interpretation of the terms and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the Assignor (as defined below“Assignor”) and [Insert name of Assignee] (the Assignee (as defined below“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I 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 referred to below and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent Auction Manager as contemplated belowin the Auction Procedures, (a) 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 respective facilities facility identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Credit Party may withdraw an Auction Purchase Offer only if in the event that, as of such time, no Qualifying Return Bid has been received by the applicable Auction Manager at Manager, provided that such Credit Party’s obligation to purchase Term Loans from any Lender shall be conditioned on (i) such Lender making the time representations and warranties set forth in the Assumption Agreement and (ii) there being no pending actions, suits or proceedings pending or threatened in writing that seek to enjoin such Auction. Furthermore, in connection with any Auction, upon submission by a Lender of withdrawala Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the applicable Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans by the applicable Credit Party required by the terms and conditions of Section 9.04(g) 2.16 of the Credit Agreement are not met. The purchase price in respect for each purchase of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required Term Loans in accordance with Section 2.16 of the foregoing provisions Credit Agreement shall be paid directly by such Purchasing Borrower Party the applicable Credit Party, in each case directly to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the applicable Auction Agent in consultation with the Borrower Party and the Auction Manager (which shall be not no later than ten five (5) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Annex A to Exhibit 2.16 AUCTION NOTICE [Credit Party shall execute each applicable Affiliated Letterhead] [Auction Manager] Attention: [___] Fax No.: [____] Email: [______] Re: Loan Auction Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of October 19, 2018 (as amended, restated, amended and restated, modified, supplemented, increased or extended from time to time, the “Credit Agreement”), by and among by and among Dycom Industries, Inc. (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swingline Lender Assignment and Assumption received 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: Annex B to Exhibit 2.16 RETURN BID [Auction Manager] Attention: [___] Fax No.: [____] Email: [______] Ladies and eligibility 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 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 Purchase Offer will executed Assumption Agreement, to be determined held in escrow by the Auction Manager, obligates the Lender to sell the entirety or its pro rata portion of the Reply Amount in consultation accordance with the applicable Purchasing Borrower PartyAuction Procedures, and their determination will be final and binding so long as such determination is applicable. Reply Price Reply Amount (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 inconsistent with submit more than one. The sum of Lender’s bid(s) may not exceed the terms aggregate principal face amount of Section 9.04(g) of the Term Loans held by it. Annex C to Exhibit 2.16 to Credit Agreement or this Exhibit G. The Auction Manager’s interpretation of the terms and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the Assignor (as defined below“Assignor”) and [Insert name of Assignee] (the Assignee (as defined below“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I 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 referred to below and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent Auction Manager as contemplated belowin the Auction Procedures, (a) 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 respective facilities facility identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this 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 if in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction Manager at or (ii) the time Borrower has failed to meet a condition set forth in Section 2.21 of withdrawalthe Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans by the Borrower required by the terms and conditions of Section 9.04(g) 2.21 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten 10 Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.21 of the Credit Agreement or this Exhibit G. Schedule 2.21. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.21 of the Credit Agreement or this Exhibit G. Schedule 2.21. None of the Administrative Agent, the Auction Manager Manager, any Joint Lead Arranger, any other Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the other Loan Parties Parties, or any of their respective Affiliates 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G This Schedule 2.21 shall not require any Purchasing the Borrower Party to initiate any Auction Purchase OfferAuction. EXHIBIT H [A TO CREDIT AGREEMENT FORM OF] AFFILIATED LENDER OF ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”) is ASSIGNMENT, dated as of the Effective Date set forth below and Date, is entered into by between each Assignor and between the Assignor (as defined below) and the each Assignee (each as defined below). Capitalized terms used but not defined herein shall have The parties hereto hereby agree as follows: Borrower: Alere Inc., a Delaware corporation (the meanings given to them “Borrower”) Administrative Agent: General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders and L/C Issuers (in such capacity and together with its successors and permitted assigns, the “Administrative Agent”) Credit Agreement identified below Agreement: Credit Agreement, dated as of June 30, 2011, among the Borrower, the Lenders and L/C Issuers party thereto and the Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth ; capitalized terms used herein without definition are used as defined 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) [Trade Date: _________, as ____] Effective Date: _________, ____ Aggregate amount Aggregate amount of Commitments of Commitments Assignor Assignee or principal or principal (collectively, the Effective Date inserted by (collectively, the Administrative Agent as contemplated below, (aamount of Loans amount of Loans Percentage “Assignors”) “Assignees”) Facility Assigned1 for all Lenders2 Assigned3 Assigned4 [Name of Assignor] [Name of Assignee] [Affiliate][Approved Fund] of [Name of Lender] $____________ $____________ _.______% [Name of Assignor] [Name of Assignee] [Affiliate][Approved Fund] of [Name of Lender] $____________ $____________ _.______% [Name of Assignor] [Name of Assignee] [Affiliate][Approved Fund] of [Name of Lender] $____________ $____________ _.______% 1 Fill in the Assignor’s rights and obligations in its capacity as a Lender appropriate defined term for the Tranche of Loans and/or Commitments under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment”, “A Term Loans”, etc). 2 In the case of the Revolving Credit Commitment, including Revolving Loans and 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 interests, participations and obligations to participate in Letters of Credit and Swing Loans. 3 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. The aggregate amounts are inserted for informational purposes only to help in calculating the percentages assigned which, themselves, are for informational purposes only. 4 Set forth, to at least 9 decimals, the Assigned Interest as a percentage of the Assignor under aggregate Commitment or Loans in the respective facilities identified below (including any Guarantees included in such facilities) Facility. This percentage is set forth for informational purposes only and (b) to the extent permitted is not intended 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 binding. The assignments are 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 amounts assigned not on 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 percentages listed in this Assignment and Assumption, without representation or warranty by the Assignor.column. ASSIGNMENT FOR ALERE INC. CREDIT AGREEMENT

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(g9.04(e) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g9.04(e) of the Credit Agreement or this Exhibit G. The Auction Manager’s interpretation of the terms and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g9.04(e) of the Credit Agreement or this Exhibit G. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this 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 if in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction Manager at or (ii) the time applicable Borrower has failed to meet a condition set forth in Section 2.20 of withdrawalthe Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans of any applicable Class by the applicable Borrower required by the terms and conditions of Section 9.04(g) 2.20 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the applicable Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the applicable Borrower Party and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender 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 of each applicable Class that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.20 of the Credit Agreement or this Exhibit G. B. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.20 of the Credit Agreement or this Exhibit G. B. None of the Administrative Agent, the Auction Manager Manager, any other Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties Parties, or any of their respective Affiliates 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G B shall not require any Purchasing the applicable Borrower Party to initiate any Auction Purchase OfferAuction. EXHIBIT H C IRISH HOLDCO AND ITS SUBSIDIARIES SOLVENCY CERTIFICATE [FORM OFDATE] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption Solvency Certificate (this “Assignment and AssumptionCertificate”) is furnished to the Administrative Agent and the Lenders pursuant to Section 4.02(l) of that certain Credit Agreement, dated as of June 17, 2014, among HORIZON PHARMA, INC., a Delaware corporation (“Horizon”), the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified LENDERS from time to timetime party thereto and CITIBANK, N.A., as Administrative Agent and Collateral Agent, and from and after the Closing Date, VIDARA THERAPEUTICS INTERNATIONAL LTD., LUTEUS CAPITAL LIMITED, HORIZON PHARMA FINANCE S.À X.X., a société à responsabilité limitée (private limited liability company) incorporated under the laws of Luxembourg, having its registered office at 00, xxx xx Xxxxxxxx, X-0000 Xxxxxxxxxx, and registered with the Luxembourg Register of Commerce and Companies under number B 186.460, and XXXXXXXX HOLDINGS (USA), INC. (the “Credit Agreement”). Unless otherwise defined herein, receipt of a copy of which is hereby acknowledged by capitalized terms used in this Certificate shall have the Assignee. The Standard Terms and Conditions meanings 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. I, [ ], [authorized signatory] of Horizon (after giving effect to the Transactions), in that capacity only and not in my individual capacity (and without personal liability), DO HEREBY CERTIFY on behalf of Horizon that as of the Effective Date inserted by date hereof, immediately after the Administrative Agent as contemplated below, (a) all consummation of the Assignor’s rights Transactions and obligations in its capacity as a Lender under immediately following the Credit Agreement making of each Loan and any other documents or instruments delivered pursuant thereto after giving effect to the extent related to application of the amount and percentage interest identified below of all proceeds of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.Loans:

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party Company may withdraw an Auction Purchase Offer only if in the event that, as of such time, no Qualifying Bid has been received by the Auction Manager or the Company has failed, or in good faith believes it will fail, to satisfy one or more of the conditions set forth in Section 2.22 of the Credit Agreement which are required to be met at the time which otherwise would have been the time of withdrawalpurchase of the Add-On Term Loans pursuant to the respective Auction. Furthermore, in connection with any Auction with respect to particular Add-On Term Loans, upon submission by a Term Lender of a Return Bid, such Term Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Term Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of the applicable Add-On Term Loans by the Company required by the terms and conditions of Section 9.04(g) 2.22 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party Company is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party the Company to the respective assigning Term Lender on a settlement date as determined jointly by such Purchasing Borrower Party the Company and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party Company shall execute each applicable Affiliated Lender Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Add-On Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyCompany, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.22 of the Credit Agreement or this Exhibit G. Schedule. The Auction Manager’s 's interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyCompany, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.22 of the Credit Agreement or this Exhibit G. Schedule. None of the Administrative Agent, the Auction Manager Manager, any other Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyCompany, the Loan Parties or any of their respective Affiliates its affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G This Schedule shall not require any Purchasing Borrower Party the Company to initiate any Auction Purchase OfferAuction. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT SCHEDULE 6.07 ERISA None. SCHEDULE 6.10 TAXES None. SCHEDULE 6.12 ENVIRONMENTAL MATTERS None. SCHEDULE 6.14 CAPITALIZATION; SUBSIDIARIES AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.MINORITY INTERESTS

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction Manager at or (ii) the time Borrower has failed to meet a condition set forth in Section 2.17 of withdrawalthe Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans by the Borrower required by the terms and conditions of Section 9.04(g) 2.17 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.17 of the Credit Agreement or this Exhibit G. Schedule XII. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.17 of the Credit Agreement or this Exhibit G. Schedule XII. None of the Administrative Agent, the Auction Manager Manager, any other Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties Credit Parties, or any of their respective Affiliates 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G This Schedule XII shall not require any Purchasing the Borrower Party to initiate any Auction Purchase OfferAuction. EXHIBIT H A-1 FORM OF NOTICE OF BORROWING [FORM OFDate] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment Deutsche Bank AG New York Branch, as Administrative Agent for the Lenders party to the Credit Agreement referred to below 0000 Xxxx Xxxxxxx Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Ladies and Assumption Gentlemen: The undersigned, Town Sports International, LLC (this the “Assignment and AssumptionBorrower”) is ), refers to the Credit Agreement, 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below November 15, 2013 (as amended, restated, modified and/or supplemented or otherwise modified from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among TSI Holdings II, LLC, the Borrower, the lenders from time to time party thereto (the “Lenders”), 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 you, as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the AssigneeAdministrative Agent for such Lenders, and the Assignee hereby irrevocably purchases and assumes from the Assignorgives you notice, subject irrevocably, pursuant to and in accordance with the Standard Terms and Conditions referred to below and Section 2.03[(a)][(b)(i)] of the Credit Agreement, as of that the Effective Date inserted by the Administrative Agent as contemplated below, (a) all the Assignor’s rights and obligations in its capacity as undersigned hereby requests a Lender Borrowing 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 respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or and in that connection sets forth below the loan transactions governed thereby or in any way based on or related information relating to any such Borrowing (the “Proposed Borrowing”) as required by Section 2.03[(a)][(b)(i)] 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.Credit Agreement:

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an must, in accordance with Section 2.12(g)(iii) of the Credit Agreement, terminate any Auction Purchase Prepayment Offer only if no Qualifying Bid has been received by it reasonably believes that it will fail to satisfy one or more of the Auction Manager conditions set forth in Section 2.12(g)(ii) of the Credit Agreement which are required to be met at the time which otherwise would have been the time of withdrawalprepayment of Term Loans pursuant to such Auction Prepayment Offer. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Prepayment Offer may become void if the conditions to the purchase prepayment set forth in Section 9.04(g) 2.12 of the Credit Agreement are not met. The Borrower shall pay the aggregate purchase price in respect of each all Qualifying Bid Bids for which purchase prepayment by 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 Administrative Agent for the account of the applicable Lenders not later than 2:00 p.m. on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Prepayment Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g2.12(g) of the Credit Agreement or this Exhibit G. C, as determined by the Auction Manager in good faith. The Auction Manager’s interpretation of the terms and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g2.12(g) of the Credit Agreement or this Exhibit G. C, as determined by the Auction Manager in good faith. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties Parent or any of their respective its 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G C shall not require any Purchasing the Borrower Party to initiate any Auction Purchase Prepayment Offer. EXHIBIT H [.D - 2 Exhibit D FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment OF BORROWING REQUEST/ INTEREST RATE REQUEST Date: ___________, _____ To: Bank of America, N.A., as Administrative Agent Ladies and Assumption (this “Assignment and Assumption”) Gentlemen: Reference is made to that certain Credit Agreement, 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below November 27, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among EVERTEC, Inc., a Puerto Rican corporation (“Parent”), receipt EVERTEC Group, LLC, a Puerto Rican limited liability company (the “Borrower”), the Lenders party thereto from time to time, and Bank of a copy of which is hereby acknowledged by the AssigneeAmerica, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and L/C Issuer. The Standard Terms and Conditions set forth in Annex I attached hereto are undersigned hereby agreed to and incorporated herein by reference and made a part requests (select one): A Borrowing 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 [Revolving Facility][Term A][Term B] Loans A conversion or continuation 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.[Revolving Facility][Term A][Term B] Loans

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party Offeror may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by written notice to the Auction Manager at prior to the time of withdrawaloriginal Expiration Time. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, 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 Purchase Offer may shall become void if the Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans set forth in Section 9.04(g10.04(k) of the Credit Agreement are not metAgreement, as applicable, or to otherwise comply with any of the provisions of such Section 10.04(k). The purchase price for all Term Loans purchased in respect of each Qualifying Bid for which purchase by the applicable 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 with the consent of (not to be unreasonably withheld or delayed) the Offeror (which shall be not no later than ten (10) Business Days after the date Return Bids are duedue unless extended with the consent of the Offeror), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The applicable Purchasing Borrower Party Offeror shall execute each applicable Affiliated Lender Auction Assignment and Assumption Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Partyconsent of (not to be unreasonably withheld or delayed) the Offeror, 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 9.04(g) of the Credit Agreement or this Exhibit G. absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Auction NoticeOffer Document, in consultation with the applicable Purchasing Borrower Partyconsent of the Offeror, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. absent manifest error. None of the Administrative Agent, the Auction Manager Manager, any other Agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties Parties, or any of their respective Affiliates (whether affiliates 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. Notwithstanding anything Immediately upon the consummation of an Auction pursuant to the contrary contained herein or in any other Loan Document, this Exhibit G shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”Section 10.04(k) 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and 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) Term Loans subject to such Auction and all the Assignor’s rights and obligations in as a Lender related to such Term Loans shall for all purposes (including under the Credit Agreement, the other Loan Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect, and neither the Borrower nor any of its capacity Subsidiaries shall obtain or have any rights as a Lender under the Credit Agreement and any or under the 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 Loan Documents by virtue of the Assignor under the respective facilities identified below (including acquisition of any Guarantees included in Term Loans subject to such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (Auction. The Auction Manager acting in its capacity as such under an Auction shall be entitled to the benefits of the provisions of Article 9 and Section 10.05 of the Credit Agreement to the same extent as if each reference therein to the “Administrative Agent” were a Lender) against any Personreference to the Auction Manager, whether known or unknown, arising under or and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction. This Exhibit K shall not require the Credit AgreementBorrower or any of its Subsidiaries to initiate any Auction, nor shall any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or Lender be obligated to participate 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 AssignorAuction.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction Manager at or (ii) the time Borrower has failed to meet a condition set forth in Section 1.12 of withdrawalthe Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans by the Borrower required by the terms and conditions of Section 9.04(g) 1.12 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 1.12 of the Credit Agreement or this Exhibit G. Schedule 1.12. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 1.12 of the Credit Agreement or this Exhibit G. Schedule 1.12. None of the Administrative Agent, the Auction Manager Manager, any Arranger, any other Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the other Loan Parties Parties, or any of their respective Affiliates 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G This Schedule 1.12 shall not require any Purchasing the Borrower Party to initiate any Auction Purchase OfferAuction. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given SCHEDULE 3.7 to them in the Credit Agreement identified below (as amendedERISA Title IV Plans: GSE Lining Technology, restatedLLC Group Health Insurance Multiemployer Plans: None. All material Benefit Plans: Gundle/SLT Environmental, supplemented or otherwise modified from time Inc. 401(k) Plan SCHEDULE 3.8 to timeCredit Agreement MARGIN STOCK None. SCHEDULE 3.9 to Credit Agreement REAL ESTATE Owned Real Estate: 00000 Xxxxxx Xxxx Xxxxxxx, the “Xxxxx 00000 Land and Buildings 0000 Xxxxxxxx Xxx. Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Land and Buildings 0000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxx 00000 Land and Buildings 00X Xxxxxxx Xxxx Xxxxxxxxxxxxxx XX00XX Xxxxxx Xxxxxxx Land and Buildings Xxxxxx Xxxxxxx 0x X-00000 Xxxxxxx, Germany Land and Buildings Xx. 0000 Xxxx 0 Xxxxxx Xx Xxxxx Xxxxxxxxxxx, Xxxxx Land and Buildings 000/0 Xxx 0X Xxxxxxxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxx 00000 Xxxxxxxx Xxxxxxxxx Xxxxxx Xx. 00 The 4th Industrial Zone The 6th of October City, Egypt Land and Buildings Leased Real Estate: 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 000 Xxx 00, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 0000 Xxxxxx Xxxx Houston, TX 77293 SCHEDULE 3.15 to 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing respective Borrower Party may withdraw an Auction Purchase Offer only if in the event that, as of such time, (i) no Qualifying Bid has been received by the Auction Manager or (ii) the respective Borrower has failed, or believes in good faith that it will fail, to satisfy one or more of the conditions set forth in Section 2.19(a) of the Credit Agreement which are required to be met at the time which otherwise would have been the time of withdrawalpurchase of B Term Loans (in the case of an Auction in respect of B Term Loans) or C Term Loans (in the case of an Auction in respect of C Term Loans) pursuant to the respective Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth of B Term Loans (in the case of an Auction in respect of B Term Loans) or C Term Loans (in the case of an Auction in respect of C Term Loans) by the respective Borrower required by the terms and conditions of Section 9.04(g2.19(a) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing respective 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 the respective Borrower Party and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing respective Borrower Party shall execute each applicable Affiliated Lender Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of B Term Loans (in the case of an Auction in respect of B Term Loans) or C Term Loans (in the case of an Auction in respect of C Term Loans) that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Partyrespective Borrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g2.19(a) of the Credit Agreement or this Exhibit G. Schedule 2.19(a). The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower Partyrespective Borrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g2.19(a) of the Credit Agreement or this Exhibit G. Schedule 2.19(a). None of the Administrative Agent, the Auction Manager Manager, any other Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Partyeither Borrower, the Loan Parties other Credit Parties, or any of their respective Affiliates 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G This Schedule 2.19(a) shall not require any Purchasing either Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorAuction.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction Manager at or (ii) the time Borrower has failed to meet a condition set forth in Section 2.19 of withdrawalthe Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans of any applicable Class by the Borrower required by the terms and conditions of Section 9.04(g) 2.19 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender 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 of each applicable Class that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.19 of the Credit Agreement or this Exhibit G. J. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.19 of the Credit Agreement or this Exhibit G. J. None of the Administrative Agent, the Auction Manager Manager, any other Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties Parties, or any of their respective Affiliates 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G J shall not require any Purchasing the Borrower Party to initiate any Auction Purchase OfferAuction. EXHIBIT H [K FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment OF COMMITTED LOAN NOTICE Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Assumption (this “Assignment and Assumption”) Gentlemen: Reference is made to that certain Credit Agreement, 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below October [ ], 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among X.X. Xxxxxxxxx & Sons Company, a Delaware corporation (the “Borrower”), receipt the Lenders from time to time party thereto, and Bank of a copy of which is hereby acknowledged by the AssigneeAmerica, N.A., as Administrative Agent. The Standard Terms and Conditions set forth in Annex I attached hereto are undersigned hereby agreed to and incorporated herein by reference and made a part requests (select one): ☐A Borrowing 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 Term B Loans ☐A conversion or continuation 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.Term B Loans

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction Manager at or (ii) the time Borrower has failed to meet a condition set forth in Section 1.14 of withdrawalthe Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans by the Borrower required by the terms and conditions of Section 9.04(g) 1.14 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 1.14 of the Credit Agreement or this Exhibit G. Schedule 1.14. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 1.14 of the Credit Agreement or this Exhibit G. Schedule 1.14. None of the Administrative Agent, the Auction Manager Manager, any Arranger, any other Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the other Loan Parties Parties, or any of their respective Affiliates 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G This Schedule 1.14 shall not require any Purchasing the Borrower Party to initiate any Auction Purchase OfferAuction. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given SCHEDULE 3.7 to them in the Credit Agreement identified below (as amendedERISA Title IV Plans: GSE Lining Technology, restatedLLC Group Health Insurance Multiemployer Plans: None. All material Benefit Plans: Gundle/SLT Environmental, supplemented or otherwise modified from time Inc. 401(k) Plan SCHEDULE 3.8 to timeCredit Agreement MARGIN STOCK None. SCHEDULE 3.9 to Credit Agreement REAL ESTATE Owned Real Estate: 00000 Xxxxxx Xxxx Xxxxxxx, the “Xxxxx 00000 Land and Buildings 0000 Xxxxxxxx Xxx. Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Land and Buildings 0000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxx 00000 Land and Buildings 00X Xxxxxxx Xxxx Xxxxxxxxxxxxxx XX00XX Xxxxxx Xxxxxxx Land and Buildings Xxxxxx Xxxxxxx 0x X-00000 Xxxxxxx, Germany Land and Buildings Xx. 0000 Xxxx 0 Xxxxxx Xx Xxxxx Xxxxxxxxxxx, Xxxxx Land and Buildings 000/0 Xxx 0X Xxxxxxxxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxxxx 00000 Xxxxxxxx Xxxxxxxxx Xxxxxx Xx. 00 The 4th Industrial Zone The 6th of October City, Egypt Land and Buildings Leased Real Estate: 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 000 Xxx 00, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 0000 Xxxxxx Xxxx Houston, TX 77293 SCHEDULE 3.15 to 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this 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 if in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction Manager at or (ii) the time Borrower has failed to meet a condition set forth in Section 2.21 of withdrawalthe Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans by a Purchasing Borrower Party required by the terms and conditions of Section 9.04(g) 2.21 of the Credit Agreement are not metmet or waived. The purchase price in respect of each Qualifying Bid for which purchase by the applicable a Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten fifteen (15) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be reasonably determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.21 of the Credit Agreement or this Exhibit G. I. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.21 of the Credit Agreement or this Exhibit G. I. None of the Administrative Agent, the Auction Manager Manager, any other Agent Related Person or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties 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. Notwithstanding anything to This Exhibit I shall not require the contrary contained herein or in Borrower, any other Loan Document, this Exhibit G shall not require Party or any Purchasing Borrower Party of their Affiliates to initiate any Auction Purchase OfferAuction. EXHIBIT H [FORM OFExhibit J to Credit Agreement Form of Sponsor PIK Note 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. WESTWOOD ONE, INC. SENIOR SUBORDINATED UNSECURED PIK NOTE [ ], 2011 Original Principal Amount: $[ ] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption 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 “Assignment and AssumptionNote”) 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). 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 given ascribed to them such terms 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorSection 4 hereof.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if in the event that, as of such time, no Qualifying Bid has been received by the Auction Manager or the Borrower has failed, or in good faith believes it will fail, to satisfy one or more of the conditions set forth in Section 2.19 of the Agreement which are required to be met at the time which otherwise would have been the time of withdrawalpurchase of the Loans pursuant to the respective Auction. Furthermore, in connection with any Auction with respect to particular Loans, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(g) of the Credit applicable Loans by the Borrower required by the terms and conditions of Section 2.19 of the Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.19 of the Credit Agreement or this Exhibit G. Schedule. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.19 of the Credit Agreement or this Exhibit G. Schedule. None of the Administrative Agent, the Auction Manager Manager, any other Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the other Loan Parties Parties, or any of their respective Affiliates 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G This Schedule shall not require any Purchasing the Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby Agent or in any way based on or related Agent-Related Person 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 act as the “Assigned Interest”)Auction Manager. 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.SCHEDULE 6.07 ERISA None. SCHEDULE 6.12 ENVIRONMENTAL MATTERS None. SCHEDULE 6.14 CAPITALIZATION; SUBSIDIARIES AND MINORITY INTERESTS

Additional Procedures. Once initiated In connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender will be obligated to accept the prepayment of the entirety or its pro rata portion of its applicable Class or Classes of Term Loans in the Reply Amount at the Applicable Discounted Price. The Borrower will not have any obligation to prepay any Term Loans outside of the applicable Discount Range nor will any Return Bids outside such applicable Discount Range be considered in any calculation of the Applicable Discounted Price or satisfaction of the Auction Amount. Each prepayment of Term Loans in an Auction Noticeshall be consummated pursuant to procedures (including as to response deadlines for Return Bids, settlement periods, rounding amounts, type and Interest Period of accepted Term Loans, and calculation of Applicable Discounted Price referred to above) established by the applicable Purchasing Administrative Agent and agreed to by the Borrower. The Borrower Party may withdraw extend the Acceptance Date of an Auction Purchase Offer only if no Qualifying Bid has been received by notice given at least 24 hours before the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase Acceptance Date set forth in Section 9.04(g) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. The Auction Manager’s interpretation of the terms and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms . The provisions of Section 9.04(g) of the Credit Agreement or this Exhibit G. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G shall not require limit or restrict the Borrower from making voluntary prepayments of any Purchasing Borrower Party Term Loans in accordance with Section 2.11(a) of this Agreement. Annex A to initiate any Exhibit F FORM OF AUCTION NOTICE [Insert Administrative Agent Contact Details] Re: Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment Ladies and Assumption (this “Assignment and Assumption”) Gentlemen: Reference is made to the Credit Agreement dated as of the Effective Date set forth below and is entered into by and between the Assignor [ 🌑 ], 2017 (as defined below) amended from time to time, the “Credit Agreement”), among Affinion Group Holdings, Inc., Affinion Group, Inc. (the “Borrower”), the Lenders from time to time party thereto and HPS Investment Partners, LLC, as administrative agent and collateral agent for the Assignee (as defined below)Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings given to them set forth in the Credit Agreement identified below and the Auction Procedures. The Borrower hereby gives notice to the Lenders that it desires to conduct the following Auction: • Auction Amount: $[ ], representing [the total par principal amount of [insert applicable Class or Classes of Term Loans]] [the total cash amount offered to be paid in exchange [insert applicable Class or Classes of Term Loans] pursuant to the Auction • Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of [insert applicable Class or Classes of Term Loans] The Borrower hereby represents that it does not possess any material non-public information with respect to Holdings or any of its Subsidiaries that has not been disclosed to the Lenders (other than Lenders that do not wish to receive material non-public information with respect to Holdings or any of its Subsidiaries) prior to the date hereof, and, if not disclosed to the Lenders, could reasonably be expected to have a material effect upon, or otherwise be material to, (1) a Lender’s decision to participate in any Auction or (2) the market price of the [insert applicable Class or Classes of Term Loans] subject to this Auction The Auction shall be consummated in accordance with Auction Procedures with each Return Bid due by [ ]. Very truly yours, AFFINION GROUP, INC., By: Name: Title: FORM OF RETURN BID [Lender Letterhead] [Insert Administrative Agent Contact Details] Re: Auction Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of [ 🌑 ], 2017 (as amended from time to time, the “Credit Agreement”), among Affinion Group Holdings, Inc., Affinion Group, Inc. (the “Borrower”), the Lenders from time to time party thereto and HPS Investment Partners, LLC, as administrative agent and collateral agent for the Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. The undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:14 Loans Reply Price (price per $1,000) Reply Amount (par principal amount) [Insert applicable Class or Classes of Term Loans] $[ ] $ [ ] The undersigned Lender acknowledges that the submission of this Return Bid obligates the Lender to accept the prepayment of the entirety of its pro rata portion of its [Insert applicable Class or Classes of Term Loans] in the Reply Amount at the Applicable Discounted Price, and that this Return Bid may not be withdrawn. Very truly yours, [LENDER] By: Name: Title: 14 To be revised as appropriate to accommodate more than one bid if elected by the Administrative Agent and the Borrower in accordance with the Auction Procedures. EXHIBIT G [TAX COMPLIANCE CERTIFICATES] EXHIBIT G-1 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of [ 🌑 ], 2017 (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 considerationamong Affinion Group Holdings, Inc., Affinion Group, Inc., the Assignor hereby irrevocably sells Lenders, and assigns HPS Investment Partners, LLC, and each lender from time to time party thereto. Pursuant 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 provisions of Section 2.17 of the Credit Agreement, as the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Effective Date inserted by 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 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent as contemplated belowand the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (a1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Assignor’s rights Borrower and obligations the Administrative Agent with a properly completed and currently effective certificate in its capacity as a Lender under 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 any other documents or instruments delivered pursuant thereto used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the extent related Credit Agreement dated as of [ 🌑 ], 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Affinion Group Holdings, Inc., Affinion Group, Inc., the Lenders, and HPS Investment Partners, LLC, and each lender from time to time party thereto. Pursuant to the amount and percentage interest identified below provisions of all Section 2.17 of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any undersigned hereby certifies that (i) it is the sole record and beneficial owner of the foregoingparticipation in respect of which it is providing this certificate, including contract claims(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, tort claims(iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, malpractice claims, statutory claims and all other claims at law or in equity (iv) it is not a controlled foreign corporation related to the rights Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and obligations sold (2) the undersigned shall have at all times furnished such Lender with a properly completed and assigned currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of [ 🌑 ], 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Affinion Group Holdings, Inc., Affinion Group, Inc., the Lenders, and HPS Investment Partners, LLC, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the 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) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to clause a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (aiv) above none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT G-4 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of [ 🌑 ], 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Affinion Group Holdings, Inc., Affinion Group, Inc., the Lenders, and HPS Investment Partners, LLC, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, 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. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] SCHEDULE 1.01(b) Immaterial Subsidiaries None. SCHEDULE 1.01(d) Unrestricted Subsidiaries None. SCHEDULE 1.01(e) Agreed Security Principles Set forth on this Schedule 1.01(e) are the Agreed Security Principles referred to in the Credit Agreement, dated as of May 10, 2017 (as amended, extended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), by and among, AFFINION GROUP HOLDINGS, INC., a Delaware corporation (“Holdings”), AFFINION GROUP, INC., a Delaware corporation (the rights and obligations sold and assigned “Borrower”), the Lenders (as defined in the Credit Agreement) from time to time party thereto, HPS INVESTMENT PARTNERS, LLC, as administrative agent (together with any successor administrative agent appointed pursuant to clauses (ahereto, in such capacity, the “Administrative Agent”) and as collateral agent (b) above being referred to herein collectively as together with any successor collateral agent appointed pursuant hereto, in such capacity, the “Assigned InterestCollateral Agent”)) for the Lenders. Such sale and assignment is without recourse to Capitalized terms used but not defined herein shall have the Assignor and, except as expressly provided meanings specified therefor in this Assignment and Assumption, without representation or warranty by the AssignorCredit Agreement.

Additional Procedures. Once Neither Sponsor nor the Borrower is required to undertake any Auction, but once initiated by an Auction Notice, the applicable Purchasing Borrower Party Bidder may not withdraw an Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will be obligated to accept the purchase of the entirety or its pro rata portion of its Term Loans in the Reply Amount at the Applicable Discounted Price. The Bidder will not have any obligation to purchase any Term Loans outside of the applicable Discount Range nor will any Return Bids outside such applicable Discount Range be considered in any calculation of the Applicable Discounted Price or satisfaction of the Auction Purchase Offer only if no Qualifying Bid has been received Amount. Each purchase of Term Loans in an Auction shall be consummated pursuant to procedures (including as to response deadlines for Return Bids, settlement periods, rounding amounts, type and Interest Period of accepted Term Loans, and calculation of Applicable Discounted Price referred to above) established by the Auction Manager at and agreed to by the Bidder. The Bidder may extend the expiration time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if by notice given at least 24 hours before such expiration time. The provisions of this Exhibit I shall not limit or restrict the conditions to the purchase set forth Borrower from making voluntary prepayments of any Loans in accordance with Section 9.04(g) 2.12 of the Credit Agreement are not metAgreement. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party Annex A FORM OF AUCTION NOTICE [Bidder’s Address] Attention: [·] Credit Suisse XX Xxxxxx Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: [ ] Re: Auction Ladies and Gentlemen: Reference is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party made to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. The Auction Manager’s interpretation of the terms and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 August 17, 2012 (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of among Fairway Group Acquisition Company, a copy of which is hereby acknowledged by Delaware corporation (the Assignee“Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. The Standard Terms and Conditions Capitalized terms used but not otherwise defined herein shall have the meanings 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 the Auction Procedures. [The Borrower][Sponsor] hereby gives notice to the extent related Lenders that it desires to conduct the following Auction: · Auction Amount: $[ ], representing [the total par principal amount of Term Loans offered to be prepaid] [the total cash amount offered to be paid pursuant to the Auction] · Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount and percentage interest identified below of all of such outstanding rights and obligations Term Loans [The Borrower][Sponsor] hereby represents that there is no material non-public information that has not been disclosed which, if made public, would reasonably be expected to have a material positive effect on the market price of the Assignor under Term Loans subject to this Auction. [The Borrower][Sponsor] acknowledges that this Auction Notice may not be withdrawn. The Auction shall be consummated in accordance with Auction Procedures with each Return Bid due by [ ]. Very truly yours, [·], By: Name: Title: Annex B FORM OF RETURN BID [Lender Letterhead] Credit Suisse XX Xxxxxx Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: [ ] Re: Auction Ladies and Gentlemen: Reference is made to the respective facilities identified below Credit Agreement dated as of August 17, 2012 (including any Guarantees included the “Credit Agreement”), among Fairway Group Acquisition Company, a Delaware corporation (the “Borrower”), Fairway Group Holdings Corp., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto, and Credit Suisse AG, as Administrative Agent (in such facilitiescapacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement and the Auction Procedures. The undersigned Lender hereby gives notice of its participation in the pending Auction by submitting the following Return Bid:(1) Reply Price (bprice per $1,000) Reply Amount (par principal amount) $ [ ] $ [ ] The undersigned Lender acknowledges that the submission of this Return Bid obligates the Lender to accept the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right purchase of the Assignor (entirety or its pro rata portion of its Term Loans in its capacity as a Lender) against any Personthe Reply Amount at the Applicable Discounted Price, 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 that this Assignment and Assumption, without representation or warranty by the AssignorReturn Bid may not be withdrawn.

Additional Procedures. Once initiated by After delivery of an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(g9.04(e) of the Credit Loan Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g9.04(e) of the Credit Loan Agreement or this Exhibit G. H-1. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this 4878-5947-9875.2 Exhibit G. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.H-1 US-DOCS\137844235.6

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if (i) no Qualifying Bid has been received by the Auction Manager at the time of withdrawalwithdrawal or (ii) the Borrower has failed, or believes in good faith that it will fail, to satisfy one or more of the conditions set forth in Section 4.15 of the Term Loan Agreement that are required to be met at the time that otherwise would have been the time of purchase of Term Loans of the applicable Class pursuant to such Auction. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(g) 4.15 of the Credit Term Loan Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are duedue with respect to such Auction). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of each applicable Class of Term Loans that are the subject of an Auction Purchase Offer will be reasonably determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their its determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 4.15 of the Credit Term Loan Agreement or this Exhibit G. I. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 4.15 of the Credit Term Loan Agreement or this Exhibit G. I. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties Credit 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. Notwithstanding anything In the event that the Auction Manager is not the Administrative Agent, at the request of the Auction Manager or the Borrower, the Administrative Agent shall provide reasonable assistance to the contrary contained herein or in Auction Manager and the Borrower with respect to the posting and/or disseminating of any other Loan Document, this information to the Lenders required hereby. This Exhibit G I shall not require any Purchasing the Borrower Party to initiate any Auction Purchase OfferAuction. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Schedule 1 Initial Term Loan Commitment Lender Assignment Initial Term Loan Commitment Share Xxxxx Fargo Bank, National Association $ 550,000,000 100 % Schedule 7.1 Jurisdictions of Organization and Assumption Qualification Entity Jurisdiction of Formation Foreign Qualification Jurisdiction FTS International, Inc. Delaware Arkansas Colorado Kansas Mississippi New Mexico New York North Dakota Pennsylvania South Dakota Texas West Virginia FTS International Services, LLC Texas Alabama Arkansas Colorado Illinois Kansas Kentucky Louisiana Mississippi Missouri New Mexico New York North Dakota Ohio Oklahoma Pennsylvania South Dakota Utah West Virginia Wisconsin Wyoming Entity Jurisdiction of Formation Foreign Qualification Jurisdiction FTS International Manufacturing, LLC Texas Arkansas Colorado Kansas Kentucky Louisiana Mississippi New Mexico New York North Dakota Ohio Oklahoma Pennsylvania South Dakota Utah West Virginia FTS International Ventures I, LLC Delaware N/A FTS International Ventures II, LLC Delaware N/A FTS International Netherlands I C.V. Netherlands N/A FTS International Netherlands II C.V. Netherlands N/A FTS International Netherlands, LLC Delaware N/A FTS International Netherlands Coöperatief U.A. Netherlands N/A FTS International Netherlands B.V. Netherlands N/A Schedule 7.2 Subsidiaries and Capitalization Entity Owner Jurisdiction of Entity Class of Equity Authorized Shares Outstanding Shares Percentage Ownership Restricted (this “Assignment and Assumption”Y/N) is dated as FTS International Services, LLC FTS International, Inc. Texas Membership interest N/A N/A 100% Yes FTS International Manufacturing, LLC FTS International Services, LLC Texas Membership interest N/A N/A 100% Yes FTS International Ventures I, LLC FTS International Services, LLC Delaware Membership interest N/A N/A 100% No FTS International Ventures II, LLC FTS International Services, LLC Delaware Membership interest N/A N/A 100% No FTS International Netherlands I C.V. FTS International Ventures I, LLC Netherlands Membership interest N/A N/A 99% General Partner No FTS International Ventures II, LLC Membership interest N/A N/A 1% Limited Partner FTS International Netherlands II C.V. FTS International Netherlands I C.V. Netherlands Membership interest N/A N/A 99% General Partner No FTS International Ventures II, LLC Membership interest N/A N/A 1% Limited Partner FTS International Netherlands, LLC FTS International Netherlands II C.V. Delaware Membership interest N/A N/A 100% No Entity Owner Jurisdiction of the Effective Date set forth below and is entered into by and between the Assignor Entity Class of Equity Authorized Shares Outstanding Shares Percentage Ownership Restricted (as defined belowY/N) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amendedFTS International Netherlands Coöperatief U.A. FTS International Netherlands II C.V. Netherlands Membership interest N/A N/A 99% No FTS International Netherlands, 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 LLC Membership interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.N/A N/A 1% FTS International Netherlands B.V. FTS International Netherlands Coöperatief U.A. Netherlands Membership interest N/A N/A 100% No Schedule 9.1

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party Purchaser may withdraw an Auction Purchase Offer only if in the event that, as of such time, no Qualifying Bid has been received by the Auction Manager at the time Manager. Furthermore, in connection with any Auction, upon submission by a Lender of withdrawala Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans, Incremental Term Loans or Refinancing Term Loans, as applicable, by the Purchaser required by the terms and conditions of Section 9.04(g) 2.19 of the Credit Agreement are not met. The purchase price in respect for each purchase of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions Term Loans, Incremental Term Loans or Refinancing Term Loans, as applicable, shall be paid by the Purchaser 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 Purchaser (which shall be not no later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party Purchaser shall execute each applicable Affiliated Lender Affiliate Assignment and Assumption Agreement received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans, Incremental Term Loans or Refinancing Term Loans, as applicable, that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyPurchaser, and their which determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. binding. The Auction Manager’s interpretation of the terms and conditions of the Auction NoticeOffer Document, in consultation with the applicable Purchasing Borrower PartyPurchaser, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. binding. None of the Term Administrative Agent, the Auction Manager Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyPurchaser, the Loan Parties Parties, or any of their respective Affiliates (whether contained in an offering document the Offer Documents or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G L shall not require any Purchasing Borrower Party the Purchaser to initiate any Auction. Annex A to Exhibit L to Credit and Guaranty Agreement AUCTION NOTICE [Foresight Energy LLC Letterhead] [ · ], as Auction Purchase Offer. EXHIBIT H [FORM OFManager Address: [ ] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment Attention: [ ] Fax No.: [ ] Email: [ ] Re: Loan Auction Ladies and Assumption (this “Assignment Gentlemen: Reference is made to that certain Credit and Assumption”) is Guaranty Agreement, dated as of the Effective Date set forth below and is entered into by and between the Assignor March 28, 2017 (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified amended from time to time, the “Credit Agreement”), receipt of among FORESIGHT ENERGY LLC, 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 considerationDelaware limited liability company (“Borrower”), the Assignor hereby irrevocably sells lenders party thereto from time to time (the “Lenders”), The Huntington National Bank, as Facilities Administrative Agent and assigns Lord Securities Corporation, as Term Administrative Agent. Capitalized terms used but not defined herein have the meanings given to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and such terms 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 . Borrower hereby gives notice to the extent related Lenders that it desires to conduct the following Auction: · Auction Amount: $[ ] in principal amount and percentage interest identified below of all [Term Loans][Incremental Term Loans][Refinancing Term Loans](1) · Discount Range: Not less than $[ ] nor greater than $[ ] per $1,000 principal amount of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor[Term Loans][Incremental Term Loans][Refinancing Term Loans].

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction a Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled canceled by a Lender. However, an Auction a Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(g) 2.23 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction a Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.23 of the Credit Agreement or this Exhibit G. B. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.23 of the Credit Agreement or this Exhibit G. B. None of the Administrative Agent, the Auction Manager or any of their respective its Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G B shall not require any Purchasing the Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment BORROWING REQUEST JPMorgan Chase Bank, N.A., as Administrative Agent Loan and Assumption Agency Services Group 00 Xxxxx Xxxxxxxx, Xxxxx 00 Xxxxxxx, XX 00000 Attention: April Yebd Fax: (this “Assignment 000) 000-0000 Copy to: JPMorgan Chase Bank, N.A., as Administrative Agent 000 X. Xxxxxxx Xx., Xxxxx 0 Xxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxxxxxxx Fax: (000) 000-0000 [Date] Ladies and Assumption”) Gentlemen: Reference is made to the Credit Agreement 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below April 1, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by among CoStar Group, Inc. (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“Borrower”), CoStar Realty Information, Inc. (the “Co-Borrower”), the Assignor hereby irrevocably sells Lenders party thereto and assigns to JPMorgan Chase Bank, N.A., as the Assignee, Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. This notice constitutes a Borrowing Request and the Assignee Borrower hereby irrevocably purchases and assumes from the Assignorgives you notice, subject pursuant to and in accordance with the Standard Terms and Conditions referred to below and Section [2.03] [2.04] of 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 that it requests a Lender Borrowing 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 respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or and in connection therewith specifies the loan transactions governed thereby or in any way based on or related following information with respect 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.such Borrowing:

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party Purchaser may withdraw an a Dutch Auction Purchase Offer only if by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bid has Bids have been received by the Auction Manager at or prior to the time of withdrawalthe Auction Manager receives such written notice from the Purchaser. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by cancelled; provided that a Lender. However, an Auction Purchase Offer Lender may become void if the conditions modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. The purchase set forth shall be consummated pursuant to and in accordance with Section 9.04(g10.06(i) of and, to the Credit Agreement are extent not metotherwise provided herein, shall otherwise be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, Interest Periods, and other notices by the Purchaser or such Subsidiaries, as applicable) reasonably acceptable to the Administrative Agent or the Auction Manager, applicable, and the Purchaser. The purchase price for all Loans purchased in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions a Dutch Auction shall be paid in cash by the Purchaser 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 Purchaser (which shall be not no later than ten 10 Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Loans up to the settlement date. The applicable Purchasing Borrower Party Purchaser shall execute each applicable Affiliated Lender Auction Assignment and Assumption Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an a Dutch Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyPurchaser, 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 9.04(g) of the Credit Agreement or this Exhibit G. conclusive, absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Auction NoticeOffer Documents, in consultation with the applicable Purchasing Borrower PartyPurchaser, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. binding. None of the Administrative Agent, the Auction Manager Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyPurchaser, the Loan Parties Subsidiaries or any of their respective 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. Notwithstanding anything The Auction Manager acting in its capacity as such under a Dutch Auction shall be entitled to the contrary contained herein or benefits of the provisions of Article VIII and Section 10.06 of the Loan Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, each reference therein to the “Loan Documents” were a reference to the Offer Documents, the Auction Notice and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in any other Loan Document, this order to enable it to perform its responsibilities and duties in connection with each Dutch Auction. This Exhibit G L shall not require any Purchasing Borrower Party Purchaser to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Dutch Auction, nor shall any Lender 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 but not defined herein shall have the meanings given be obligated 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or participate 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 AssignorDutch Auction.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party Offeror may withdraw an Auction Purchase Offer only if by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bid has Bids have been received by the Auction Manager at or prior to the time of withdrawalthe Auction Manager receives such written notice from the Borrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, 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 Purchase Offer may shall become void if the Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans set forth in Section 9.04(g10.04(k) or 10.04(m) of the Credit Agreement are not metAgreement, as applicable, or to otherwise comply with any of the provisions of such Sections 10.04(k) or 10.04(m). The purchase price for all Term Loans purchased in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions an Auction shall be paid in cash by the Offeror directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Offeror (which shall be not no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The applicable Purchasing Borrower Party Offeror shall execute each applicable Affiliated Lender Auction Assignment and Assumption Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyOfferor, and their the Auction Manager’s determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. binding. The Auction Manager’s interpretation of the terms and conditions of the Auction NoticeOffer Document, in consultation with the applicable Purchasing Borrower PartyOfferor, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. binding. None of the Administrative Agent, the Auction Manager Manager, any other Agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties Parties, or any of their respective Affiliates (whether affiliates 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. Notwithstanding anything Immediately upon the consummation of an Auction pursuant to Section 10.04(m) of the Credit Agreement, the Term Loans subject to such Auction and all rights and obligations as a Lender related to such Term Loans shall for all purposes (including under the Credit Agreement, the other Loan Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect, and neither Holdings nor the Borrower shall obtain nor have any rights as a Lender under the Credit Agreement or under the other Loan Documents by virtue of the acquisition of any Term Loans subject to such Auction. The Auction Manager acting in its capacity as such under an Auction shall be entitled to the contrary contained herein or benefits of the provisions of Article 9 and Section 10.05 of the Credit Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in any other Loan Document, this order to enable it to perform its responsibilities and duties in connection with each Auction. This Exhibit G J shall not require Holdings, the Borrower or any Purchasing Borrower Party Affiliated Lender to initiate any Auction Purchase OfferAuction, nor shall any Lender be obligated to participate in any Auction. EXHIBIT H K [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment INTEREST ELECTION REQUEST [Date] Jefferies Finance LLC, as Administrative Agent for the Lenders referred to below 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Surgery Center Holdings, Inc. Account Manager Facsimile: (000) 000-0000 Re: Surgery Center Holdings, Inc. Ladies and Assumption (this “Assignment and Assumption”) is Gentlemen: Pursuant to Section 2.10 of that certain Second Lien Credit Agreement, 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below November 3, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of among SP HOLDCO I, INC., a copy of which is hereby acknowledged by Delaware corporation (“Holdings”), SURGERY CENTER HOLDINGS, INC., a Delaware corporation (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“Borrower”), the Assignor hereby irrevocably sells other Guarantors party thereto from time to time, the Lenders party thereto from time to time 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 AgreementJEFFERIES FINANCE LLC, as of Administrative Agent and as Collateral Agent, the Effective Date inserted by Borrower hereby gives the Administrative Agent as contemplated below, (a) all notice that 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 respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.Borrower hereby requests:

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an must, in accordance with Section 2.12(g)(iii) of the Credit Agreement, terminate any Auction Purchase Prepayment Offer only if no Qualifying Bid has been received by it reasonably believes that it will fail to satisfy one or more of the Auction Manager conditions set forth in Section 2.12(g)(ii) of the Credit Agreement which are required to be met at the time which otherwise would have been the time of withdrawalprepayment of Term Loans pursuant to such Auction Prepayment Offer. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Prepayment Offer may become void if the conditions to the purchase prepayment set forth in Section 9.04(g) 2.12 of the Credit Agreement are not met. The Borrower shall pay the aggregate purchase price in respect of each all Qualifying Bid Bids for which purchase prepayment by 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 Administrative Agent for the account of the applicable Lenders not later than 2:00 p.m. on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Prepayment Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g2.12(g) of the Credit Agreement or this Exhibit G. C, as determined by the Auction Manager in good faith. The Auction Manager’s interpretation of the terms and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g2.12(g) of the Credit Agreement or this Exhibit G. C, as determined by the Auction Manager in good faith. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties Parent or any of their respective its 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G C shall not require any Purchasing the Borrower Party to initiate any Auction Purchase Prepayment Offer. Auction Procedures EXHIBIT H [D FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment OF BORROWING REQUEST / INTEREST ELECTION REQUEST Date: ___________, _____ To: Truist Bank, as Administrative Agent Ladies and Assumption (this “Assignment and Assumption”) Gentlemen: Reference is made to that certain Credit Agreement, 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below December 1, 2022 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among EVERTEC, Inc., a Puerto Rican corporation (“Parent”), receipt of EVERTEC Group, LLC, a copy of which is hereby acknowledged by Puerto Rican limited liability company (the Assignee“Borrower”), the Lenders and L/C Issuers party thereto from time to time, and Truist Bank, as Administrative Agent, Collateral Agent, Swingline Lender and an L/C Issuer. The Standard Terms and Conditions set forth in Annex I attached hereto are undersigned hereby agreed to and incorporated herein by reference and made a part requests (select one): ☐ A Borrowing 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 [Revolving Facility][Term A][Term B] Loans ☐ A conversion or continuation 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.[Revolving Facility][Term A][Term B] Loans

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by prior written notice to the Administrative Agent. Furthermore, in connection with any Auction Manager at the time with respect to a particular tranche of withdrawalTerm Loans, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a LenderLender unless otherwise agreed by the Borrower. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans of the applicable tranche by the Borrower required by the terms and conditions of Section 9.04(g) 2.28 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due)Manager. The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Auction Assignment and Assumption Acceptance received in connection with a Qualifying BidBid upon consummation of such purchase. All questions as to the form of documents and validity and eligibility of Term B-1 Loans and/or Term B-2 Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with Manager and the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.28 of the Credit Agreement or this Exhibit G. I. The joint interpretation by the Auction Manager’s interpretation Manager and the Borrower of the terms and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower PartyOffer Document, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.28 of the Credit Agreement or this Exhibit G. I. None of the Administrative Agent, the Auction Manager Manager, any other Agent-Related Person or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties Parties, or any of their respective Affiliates (whether contained in an offering document Offer Document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G I shall not require any Purchasing the Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorAuction.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction Manager at or (ii) the time applicable Borrower has failed to meet a condition set forth in Section 2.24 of withdrawalthe Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans of any applicable Class by the applicable Borrower required by the terms and conditions of Section 9.04(g) 2.24 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the applicable Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the applicable Borrower Party and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender 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 of each applicable Class that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.24 of the Credit Agreement or this Exhibit G. C. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.24 of the Credit Agreement or this Exhibit G. C. None of the Administrative Agent, the Auction Manager Manager, any other Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties Parties, or any of their respective Affiliates 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G C shall not require any Purchasing the applicable Borrower Party to initiate any Auction Purchase OfferAuction. EXHIBIT H [D FORM OFOF LETTER OF CREDIT REQUEST Dated [ ] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”) is JPMORGAN CHASE BANK, N.A., as Administrative Agent, under that certain Credit Agreement, 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below April 27, 2017 (as amended, restated, amended and restated, supplemented or and 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 among ENDO INTERNATIONAL PLC, ENDO LUXEMBOURG FINANCE COMPANY 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 considerationS.À X.X., ENDO LLC, the Assignor hereby irrevocably sells Lenders from time to time party thereto and assigns JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender. JPMorgan Chase Bank, N.A. 00 X. Xxxxxxxx Chicago, IL 60603 Attention: Xxxx Xxxxxx [[ 1 ], as Issuing Bank under the Credit Agreement ] Attention: [ ] Ladies and Gentlemen: [Pursuant 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 Section 2.06(b) of the Credit Agreement, as we hereby request that the Issuing Bank referred to above issue a [Trade][Standby] Letter of Credit for the account of the Effective undersigned on [ 2 ] (the “Date inserted by of Issuance”) in the Administrative Agent as contemplated belowaggregate amount of [ 3 ]. The Letter of Credit shall be [a Dollar Tranche Letter of Credit denominated in Dollars][a Multicurrency Tranche Letter of Credit in [ 4 ], (awhich is an Agreed Currency].]5 [Pursuant to Section 2.06(b) 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or we hereby request that the loan transactions governed thereby or in any way based Issuing Bank referred to above [amend][renew][extend] the Letter of Credit [ ]6 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 [ 7 ] (the rights “Date of Modification”) to provide that [ ]8.]9 1 Insert name and obligations sold and assigned pursuant to clauses address of Issuing Bank. For [Standby ]Letters of Credit issued by JPMorgan Chase Bank, N.A. insert: JPMorgan Chase Bank, N.A., 00 X Xxxxxxxx, Xxxxxxx XX 00000, Telecopy No. (a) and 3120732-4754, Email: xxx.xxxxxx.xxx@xxxxxxxx.xxx. For Trade Letters of Credit issued by JPMorgan Chase Bank, N.A., insert: JPMorgan Chase Bank, N.A., 00 X Xxxxxxxx, Xxxxxxx XX 00000, Telecopy No. (b) above being referred to herein collectively as 3120732-4754, Email: xxx.xxxxxx.xxx@xxxxxxxx.xxx. For Letters of Credit issued by another Issuing Bank, insert 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 Assignorcorrect notice information for that Issuing Bank.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction Manager at or (ii) the time Borrower has failed to meet a condition set forth in Section 2.17 of withdrawalthe Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans by the Borrower required by the terms and conditions of Section 9.04(g) 2.17 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.17 of the Credit Agreement or this Exhibit G. Schedule XII. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.17 of the Credit Agreement or this Exhibit G. Schedule XII. None of the Administrative Agent, the Auction Manager Manager, any other Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties Credit Parties, or any of their respective Affiliates 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G This Schedule XII shall not require any Purchasing the Borrower Party to initiate any Auction Purchase OfferAuction. EXHIBIT H A-1 FORM OF NOTICE OF BORROWING [FORM OFDate] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment Deutsche Bank Trust Company Americas, as Administrative Agent for the Lenders party to the Credit Agreement referred to below 0000 Xxxx Xxxxxxx Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attention: [__________] Ladies and Assumption Gentlemen: The undersigned, Town Sports International, LLC (this the “Assignment and AssumptionBorrower”) is ), refers to the Credit Agreement, 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below May [__], 2011 (as amended, restated, modified and/or supplemented or otherwise modified from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among Town Sports International Holdings, Inc., the Borrower, the lenders from time to time party thereto (the “Lenders”), 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 you, as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the AssigneeAdministrative Agent for such Lenders, and the Assignee hereby irrevocably purchases and assumes from the Assignorgives you notice, subject irrevocably, pursuant to and in accordance with the Standard Terms and Conditions referred to below and Section 2.03[(a)][(b)(i)] of the Credit Agreement, as of that the Effective Date inserted by the Administrative Agent as contemplated below, (a) all the Assignor’s rights and obligations in its capacity as undersigned hereby requests a Lender Borrowing 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 respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or and in that connection sets forth below the loan transactions governed thereby or in any way based on or related information relating to any such Borrowing (the “Proposed Borrowing”) as required by Section 2.03[(a)][(b)(i)] 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.Credit Agreement:

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction a Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction a Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(g10.06(h) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Initial Loans or New Loans that are the subject of an Auction a Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g10.06(h) of the Credit Agreement or this Exhibit G. N. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g10.06(h) of the Credit Agreement or this Exhibit G. N. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G N shall not require any Purchasing the Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H O FORM OF LEVERAGE/PREPAYMENT CERTIFICATE I, [ ], the [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment Financial Officer]1 of Toys “R” Us-Delaware, Inc. (in such capacity and Assumption (this “Assignment and Assumption”) is not in my individual capacity), hereby certify that, with respect to that certain Credit Agreement dated as of the Effective Date set forth below July 19, 2006, as amended and is entered into by and between the Assignor restated as of August , 2010 (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended, restatedmodified, supplemented extended or otherwise modified restated from time to time, the “Credit Agreement”), receipt ; all of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth defined terms in Annex I attached hereto the Credit Agreement are hereby agreed to and incorporated herein by reference and made reference) among Toys “R” Us-Delaware, Inc., a part of this Assignment and Assumption Delaware corporation, as if set forth herein in full. For an agreed considerationborrower (the “Borrower”), the Assignor hereby irrevocably sells and assigns to the AssigneeLenders party thereto, Bank of America, N.A., as Administrative Agent, and the Assignee hereby irrevocably purchases other agents and assumes from the Assignorother parties thereto that, subject pursuant to and in accordance with the Standard Terms and Conditions referred to below and Section 6.01(g) of the Credit Agreement, : Attached hereto as Schedule 1 are detailed calculations2 demonstrating Borrower’s Total Leverage Ratio as of the Effective Date inserted last day of the fiscal quarter for which internal financial statements are available immediately preceding the date of such calculation. Attached hereto as Exhibit A is a report setting forth a description of each event, condition or circumstance during the last fiscal quarter covered by this Leverage Certificate requiring a mandatory prepayment under Section 2.03 of the Credit Agreement. This Leverage Certificate is hereby delivered concurrently with such financial statements as are referred to in Section 6.01[(a)]3[(b)] 4 of the Credit Agreement. 1 Fill in one of the following: Chief Financial Officer, Chief Executive Officer, Chief Financial Officer, Treasurer or Controller. 2 To accompany annual and quarterly financial statements only. Such calculations shall be in reasonable detail satisfactory to the Administrative Agent as contemplated belowAgent. 3 In the case of annual financial statements. 4 In the case of quarterly financial statements. Dated this [ ] day of [ ], 20[ ]. [ ] By: Name: Title: [Financial Officer] SCHEDULE 1 Total Leverage Ratio Calculation Total Leverage Ratio: Consolidated Indebtedness (aother than the Propco Subsidiaries) to Consolidated EBITDA (other than the Propco Subsidiaries) Consolidated Indebtedness equal to the sum of the following (without duplication): all obligations of such Person for borrowed money (including any obligations which are without recourse to the Assignor’s rights credit of such Person); provided that all such obligations and obligations liabilities which are limited in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto recourse to such property shall be included in Indebtedness only to the extent related of the lesser of the fair market value of such property and the then outstanding amount of such Indebtedness;5 all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; all direct or contingent obligations of such Person arising under letters of credit as an account party (including standby and commercial) but only to the amount extent of any unreimbursed drawings under any such letter of credit; Capital Lease Obligations; provided that all such obligations and percentage interest identified below liabilities which are limited in recourse to such property shall be included in Indebtedness only to the extent of all the lesser of the fair market value of such property and the then outstanding rights and obligations amount of such Indebtedness; Consolidated Indebtedness as of the Assignor last day of the fiscal quarter for which internal financial statements are available immediately preceding the date of calculation [ ], 20[ ]: $ Adjust the amount of Consolidated Indebtedness pro forma for any incurrence or repayment of Indebtedness (other than Indebtedness incurred, repaid or redeemed under any revolving credit facilities subsequent to the respective end of the period for which the Total Leverage Ratio is being calculated and on or prior to the event for which the calculation of the Total Leverage Ratio is made as if the incurrence, repayment or redemption has occurred on the last day of the applicable period. 5 The amount of Indebtedness under revolving credit facilities identified below shall be based on the average of the month-end balance of such Indebtedness for the prior twelve-month period. Consolidated EBITDA equal to the sum of the following (with duplication): Consolidated Net Income (but not including the Propco Subsidiaries) , plus the following: provision for taxes based on income or profits or capital gains, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period to the extent the same was deducted (and not added back) in computing Consolidated Net Income; Fixed Charges of such Person for such period (including any Guarantees (x) net losses on Hedge Agreements or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in such facilities) and (bFixed Charges) to the extent permitted the same was deducted (and not added back) in calculating such Consolidated Net Income; Consolidated Depreciation and Amortization Expense of such Person for such period to be assigned under applicable law, all claims, suits, causes of action the extent the same were deducted (and not added back) in computing Consolidated Net Income; any other right non-cash charges, including any write-offs or write-downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; the amount of management, monitoring, consulting, and advisory fees, and related expenses paid in such period pursuant to the Management Agreement; any costs or expense incurred by the such Person or a Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of such Person or net cash proceeds of an issuance of Equity Interests of such Person (other than Disqualified Stock) solely to the extent such net cash proceeds are excluded from the calculation of the Assignor “Available Amount”; , minus the following: non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for, a potential cash item that reduced EBITDA in any prior period; , plus or minus the following (as applicable, and without duplication): any net gain or loss resulting in its capacity such period from Hedge Agreements and the application of Statement of Financial Accounting Standards No. 133; plus or minus, as applicable, any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk) Consolidated EBITDA for the four quarter period ended [ ], 20[ ]: $ Consolidated Indebtedness to Consolidated EBITDA: [ ]:1.00 EXHIBIT A Mandatory Prepayment Events [Provide description of such events, if any] EXHIBIT P to Credit Agreement FORM OF SECURITY AGREEMENT AMENDED AND RESTATED SECURITY AGREEMENT AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of August , 2010, by and among: Toys “R” Us-Delaware, Inc., a Delaware corporation (the “Borrower”); the other Grantors identified on the signature pages hereto (each such Person, individually, a “Grantor; (the Borrower and each Guarantor are hereinafter referred to individually as a Lender) against any Person, whether known or unknown, arising under or in connection with “Grantor” and the Credit Agreement, any Borrower and the 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 Grantors are hereinafter referred to herein collectively as the “Assigned InterestGrantors”). Such sale ; and assignment is without recourse to BANK OF AMERICA, N.A., having a place of business at One Independence Center, 000 Xxxxx Xxxxx Xxxxxx, Charlotte, North Carolina 28255, as administrative agent for its own benefit and the Assignor andbenefit of the other Secured Parties (in such capacity, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor“Administrative Agent”).

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if in the event that, as of such time, no Qualifying Bid has been received by the Auction Manager or the Borrower has failed, or in good faith believes it will fail, to satisfy one or more conditions set forth in Section 2.18 of the Credit Agreement which are required to be met at the time which otherwise would have been the time of withdrawalrepayment of the Loans pursuant to the respective Auction. Furthermore, in connection with any Auction with respect to a particular Class of Term B Loans, upon submission by a Term B Lender of a Return Bid, such Term B Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Term B Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in prepayment of Term B Loans of the applicable Class by the Borrower required by the terms and conditions of Section 9.04(g) 2.18 of the Credit Agreement are not met. The purchase price prepayment amount in respect of each Qualifying Bid for which purchase prepayment by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Borrower Party to the respective assigning Term B Lender on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not no later than ten (10) Business Days after the date Return Bids are dueExpiration Time). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term B Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.18 of the Credit Agreement or this Exhibit G. H. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.18 of the Credit Agreement or this Exhibit G. H. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the other 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G H shall not require any Purchasing the Borrower Party to initiate any Auction, nor shall any Term B Lender be obligated to participate in any Auction. None of the Administrative Agent, the Auction Purchase OfferManager, the Arrangers or any of their respective Related Parties makes any recommendation as to whether or not any Term B Lender should participate in any Auction or as to any Reply Price or Reply Amount. Each Term B Lender shall make its own independent decision as to whether to participate in any Auction and, if so, the principal amount and proposed price to be included in its Return Bid. Each Term B Lender should consult its own attorneys, business advisors and tax advisors as to legal, business, tax and related matters concerning any proposed Auction. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION I Form of Solvency Certificate , 20__ This Affiliated Lender Assignment Solvency Certificate is being executed and Assumption (this “Assignment and Assumption”delivered pursuant to Section 4.01(f) is of that certain Credit Agreement, 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below July 2, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Plantronics, Inc., a Delaware corporation (the “Borrower”), receipt of a copy of which is hereby acknowledged by the AssigneeLenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent. 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 considerationI, [ ], the Assignor hereby irrevocably sells and assigns to the Assignee[Chief Financial Officer/equivalent officer] of Borrower, 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) capacity and (b) to the extent permitted to be assigned under applicable lawnot in an individual capacity, all claims, suits, causes of action and any other right of the Assignor (in its capacity hereby certify 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.follows:

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party Offeror may withdraw an Auction Purchase Offer only if by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bid has Bids have been received by the Auction Manager at or prior to the time of withdrawalthe Auction Manager receives such written notice from the Borrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, 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 Purchase Offer may shall become void if the Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans set forth in Section 9.04(g9.04(f) or Section 9.04(h) of the Credit Agreement are not metAgreement, as applicable, or to otherwise comply with any of the provisions of such Section 9.04(f) or Section 9.04(h). The purchase price for all Term Loans purchased in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions an Auction shall be paid in cash by the Offeror directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Offeror (which shall be not no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The applicable Purchasing Borrower Party Offeror shall execute each applicable Affiliated Lender Auction Assignment and Assumption Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyOfferor, and their the Auction Manager’s determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. binding. The Auction Manager’s interpretation of the terms and conditions of the Auction NoticeOffer Document, in consultation with the applicable Purchasing Borrower PartyOfferor, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. binding. None of the Administrative Agent, the Auction Manager Manager, any other Agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties Parties, or any of their respective Affiliates (whether affiliates 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. Notwithstanding anything Immediately upon the consummation of an Auction pursuant to Section 9.04(h) of the contrary contained herein or in any Credit Agreement, the Term Loans subject to such Auction and all rights and obligations as a Lender related to such Term Loans shall for all purposes (including under the Credit Agreement, the other Loan DocumentDocuments and otherwise) be deemed to be irrevocably prepaid, this terminated, extinguished, cancelled and of no further force and effect, and neither Holdings nor the Borrower shall obtain nor have any rights as a Lender under the Credit Agreement or under the other Loan Documents by virtue of the acquisition of any Term Loans subject to such Auction. This Exhibit G H shall not require Holdings, the Borrower or any Purchasing Borrower Party Affiliated Lender to initiate any Auction Purchase OfferAuction. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption XXXXXXX X-0 XXXX XX XXXXXX XXXXXX TAX COMPLIANCE CERTIFICATE (this “Assignment and Assumption”For Non-U.S. Lenders That Are Not Partnerships or Pass-Thru Entities For U.S. Federal Income Tax Purposes) Reference is made to the Credit Agreement, 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below December 2, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt among AAH Holdings Corporation, Amscan Holdings, Inc., certain subsidiaries 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 considerationAmscan Holdings, Inc., the Assignor hereby irrevocably sells Lenders party thereto from time to time and assigns Credit Suisse AG, as Administrative Agent and Collateral Agent. Capitalized terms used herein but not otherwise de-fined shall have the meaning given to such term in the Credit Agreement. Pursuant 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 provisions of Section 2.15(e)(i)(C) of the Credit Agreement, as the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Effective Date inserted by the Administrative Agent Loan(s) (as contemplated belowwell as any Term Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (aii) all the Assignor’s rights and obligations it is not a “bank” as such term is used 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 Section 881(c)(3)(A) of the Assignor under Internal Revenue Code of 1986, as amended, (the respective facilities identified below “Code”), (including any Guarantees included in such facilitiesiii) it is not a “10-percent shareholder” of the Borrower within the meaning of Code Section 871(h)(3)(B), (iv) it is not a “controlled foreign corporation” within the meaning of Section 881(c)(3)(C) of the Code and (bv) 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 no payments in connection with the Loan Documents are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN. 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 furnish the Borrower and the Administrative Agent a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding such payment. [Lender] By: Name: Title: [Address] Dated: , 0000 XXXXXXX X-0 XXXX XX XXXXXX XXXXXX TAX COMPLIANCE CERTIFICATE (For Non-U.S. Lenders That Are Partnerships or Pass-Thru Entities For U.S. Federal Income Tax Purposes) Reference is made to the Credit Agreement, dated as of December 2, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AAH Holdings Corporation, Amscan Holdings, Inc., certain subsidiaries of Amscan Holdings, Inc., the Lenders party thereto from time to time and Credit Suisse, AG, as Administrative Agent and Collateral Agent. Capitalized terms used herein but not otherwise de-fined shall have the meaning given to such term in the Credit Agreement. Pursuant to the provisions of Section 2.15(e)(i)(C) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any other documents or instruments delivered pursuant thereto or Term Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the loan transactions governed thereby or in sole beneficial owners of such Loan(s) (as well as any way based on or related to Term Note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any of its partners/members is a “bank” within the foregoingmeaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, including contract claimsas amended, tort claims(the “Code”), malpractice claims(iv) none of its partners/members is a “10-percent shareholder” of the Borrower within the meaning of Code Section 871(h)(3)(B), statutory claims and all other claims at law or in equity (v) none of its partners/members is a “controlled foreign corporation” related to the rights Borrower within the meaning of Section 881(c)(3)(C) of the Code and obligations sold (vi) no payments in connection with the Loan Documents are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and assigned pursuant the Borrower with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its partners/members claiming the portfolio interest exemption, provided that, for the avoidance of doubt, the foregoing shall not limit the obligation of the Lender to clause provide, in the case of a partner/member not claiming the portfolio interest exemption, a Form W-8ECI, Form W-9 or Form W-8IMY (aincluding appropriate underlying certificates from each interest holder of such partner/member), in each case establishing such partner/member’s any available exemption from U.S. federal withholding tax. By executing this certificate, the undersigned agrees that (1) above if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent in writing 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. [Signature Page Follows] [Lender] By: Name: Title: [Address] Dated: , 0000 XXXXXXX X-0 XXXX XX XXXXXX XXXXXX TAX COMPLIANCE CERTIFICATE (For Non-U.S. Participants That Are Not Partnerships or Pass-Thru Entities For U.S. Federal Income Tax Purposes) Reference is made to the Credit Agreement, dated as of December 2, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AAH Holdings Corporation, Amscan Holdings, Inc., certain subsidiaries of Amscan Holdings, Inc., the Lenders party thereto from time to time and Credit Suisse, AG, as Administrative Agent and Collateral Agent. Capitalized terms used herein but not otherwise de-fined shall have the meaning given to such term in the Credit Agreement. Pursuant to the provisions of Section 2.15(e)(i)(C) and Section 9.04(c) 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 Internal Revenue Code of 1986, as amended, (the rights “Code”), (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Code Section 871(h)(3)(B), (iv) it is not a “controlled foreign corporation” related to the Borrower within the meaning of Section 881(c)(3)(C) of the Code and obligations sold (v) no payments in connection with the Loan Documents are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating non-U.S. Lender with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such non-U.S. Lender in writing and assigned pursuant (2) the undersigned shall have at all times furnished such Non-U.S. Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to clauses be made to the undersigned, or in either of the two calendar years preceding such payments. [Signature Page Follows] [Lender] By: Name: Title: [Address] Dated: , 0000 XXXXXXX X-0 XXXX XX XXXXXX XXXXXX TAX COMPLIANCE CERTIFICATE (aFor Non-U.S. Participants That Are Partnerships or Pass-Thru Entities For U.S. Federal Income Tax Purposes) Reference is made to the Credit Agreement, dated as of December 2, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AAH Holdings Corporation, Amscan Holdings, Inc., certain subsidiaries of Amscan Holdings, Inc., the Lenders party thereto from time to time and Credit Suisse, AG, as Administrative Agent and Collateral Agent. Capitalized terms used herein but not otherwise defined shall have the meaning given to such term in the Credit Agreement. Pursuant to the provisions of Section 2.15(e)(i)(C) and Section 9.04(c) of the Credit Agreement, the undersigned hereby certifies that (bi) above being referred to herein collectively it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Assigned InterestCode”). Such sale and assignment , (iv) none of its partners/members is without recourse a “10-percent shareholder” of the Borrower within the meaning of Code Section 871(h)(3)(B), (v) none of its partners/members is a “controlled foreign corporation” related to the Assignor andBorrower within the meaning of Section 881(c)(3)(C) of the Code and (vi) no payments in connection with the Loan Documents are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating non-U.S. Lender with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its partners/members claiming the portfolio interest exemption, except as expressly provided that, for the avoidance of doubt, the foregoing shall not limit the obligation of the Lender to provide, in the case of a partner/member not claiming the portfolio interest exemption, a Form W-8ECI, Form W-9 or Form W-8IMY (including appropriate underlying certificates from each interest holder of such partner/member), in each case establishing such partner/member’s any available exemption from U.S. federal withholding tax. By executing this Assignment certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the under-signed shall promptly so inform such non-U.S. Lender in writing and Assumption(2) the undersigned shall have at all times furnished such non-U.S. Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the under-signed, without representation or warranty by in either of the Assignor.two calendar years preceding such payments. [Signature Page Follows] [Lender] By: Name: Title: [Address] Dated: , 2010

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if in the event that, as of such time, (i) no Qualifying Bid has been received by the Auction Manager or (ii) the Borrower has failed, or believes in good faith that it will fail, to satisfy one or more of the conditions set forth in Section 2.19(a) of the Credit Agreement which are required to be met at the time which otherwise would have been the time of withdrawalpurchase of Term Loans pursuant to 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 withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in of Term Loans by the Borrower required by Section 9.04(g2.19(a) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing the Borrower Party to the respective assigning Lender or Lenders on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten (10) Business Days after the date Return Bids are duedue with respect to such Auction). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g2.19(a) of the Credit Agreement or this Exhibit G. Schedule 2.19(a). The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g2.19(a) of the Credit Agreement or this Exhibit G. Schedule 2.19(a). None of the Administrative Agent, the Auction Manager Manager, any other Agent-Related Person or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties other Credit Parties, or any of their respective Affiliates 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G This Schedule 2.19(a) shall not require any Purchasing the Borrower Party to initiate any Auction Purchase OfferAuction. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender 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 but not defined herein shall have the meanings given SCHEDULE 8.18 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 AssigneeLabor Matters None. 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 SCHEDULE 9.13 to the Assignee, and Credit Agreement The Borrower shall deliver to the Assignee hereby irrevocably purchases and assumes from Collateral Agent each of the Assignor, subject to following items as soon as reasonably practicable and in accordance with any event within 90 days after the Standard Terms and Conditions referred to below and the Credit Agreement, Closing Date (or such later date as of the Effective Date inserted by the Administrative Agent as contemplated below, (a) all the Assignor’s rights and obligations may agree 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 respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.sole discretion):

Additional Procedures. Once initiated by After delivery of an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(g9.04(f) of the Credit Loan Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g9.04(f) of the Credit Loan Agreement or this Exhibit G. F-1. The Auction Manager’s interpretation of the terms and conditions of the Auction Noticeoffering document, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g9.04(f) of the Credit Loan Agreement or this Exhibit G. F-1. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G F-1 shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (this the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the Assignor (as defined below“Assignor”) and [Insert name of Assignee] (the Assignee (as defined below“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Loan Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I 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 referred to below and the Credit Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, below (ai) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit 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 outstanding rights and obligations of the Assignor under the respective facilities facility identified below (including any Guarantees included in such facilities) and (bii) 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 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 (ai) above (the rights and obligations sold and assigned pursuant to clauses (ai) and (bii) 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 if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(g9.04(f) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g9.04(f) of the Credit Agreement or this Exhibit G. M. The Auction Manager’s interpretation of the terms and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g9.04(f) of the Credit Agreement or this Exhibit G. M. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G M shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H N [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption CREDIT AGREEMENT JOINDER JOINDER AGREEMENT TO THE CREDIT AGREEMENT dated as of [ ], 20[ ] (this “Assignment and AssumptionJoinder”) is ), to the Credit Agreement dated as of the Effective Date set forth below and is entered into by and between the Assignor June 3, 2020 (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of among ChampionX Holding Inc., a copy of which is hereby acknowledged by Delaware corporation (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“Borrower”), the Assignor hereby irrevocably sells Lenders party thereto and assigns to the AssigneeBank of America, 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 AgreementN.A., 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 outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable lawcapacity, 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 InterestAdministrative Agent”). 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 Offeror may withdraw an Auction Purchase Offer only if by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bid has Bids have been received by the Auction Manager at or prior to the time of withdrawalthe Auction Manager receives such written notice from the Borrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by cancelled; provided that a LenderTerm Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, an Auction Purchase Offer may shall become void if the Offeror fails to satisfy one or more of the conditions to the purchase of Term Loans set forth in Section 9.04(g10.06(f) of the Credit Agreement are not metAgreement, as applicable, or to otherwise comply with any of the provisions of such Section 10.06(f). The purchase price for all Term Loans purchased in respect of each Qualifying Bid for which purchase by the applicable 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 Term Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager in consultation with the Offeror (which shall be not no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The applicable Purchasing Borrower Party Offeror shall execute each applicable Affiliated Lender Auction Assignment and Assumption Acceptance received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyOfferor, and their the Auction Manager’s determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. conclusive, absent manifest error. The Auction Manager’s interpretation of the terms and conditions of the Auction NoticeOffer Document, in consultation with the applicable Purchasing Borrower PartyOfferor, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. binding. None of the Administrative Agent, the Auction Manager Manager, any other agent or any of their respective Affiliates affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (whether 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. Notwithstanding anything The Auction Manager acting in its capacity as such under an Auction shall be entitled to the contrary contained herein or benefits of the provisions of Article IX and Section 10.04 of the Credit Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in any other Loan Document, this order to enable it to perform its responsibilities and duties in connection with each Auction. This Exhibit G J shall not require any Purchasing the Borrower Party to initiate any Auction Purchase OfferAuction, nor shall any Term Lender be obligated to participate in any Auction. EXHIBIT H [FORM OF] AFFILIATED LENDER K AFFILIATE ASSIGNMENT AND ASSUMPTION AGREEMENT This Affiliated Lender Affiliate Assignment and Assumption Agreement (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the [the][each] Assignor identified in item 1 below (as defined below[the][each, an] “Assignor”) and the [the][each] Assignee identified in item 2 below (as defined below[the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]12 hereunder are several and not joint.]13 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the [the][each] Assignee. The Standard Terms and Conditions set forth in Annex I 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 [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] Assignee hereby irrevocably purchases and assumes from [the AssignorAssignor][the respective Assignors], 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, below (ai) all of [the Assignor’s Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the extent related to the amount and percentage interest interest[s] identified below of all of such the outstanding rights and obligations of the Assignor under the respective facilities Term Facility identified below (including any Guarantees included in such facilities) and (bii) to the extent permitted to be assigned under applicable lawApplicable Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender) Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including 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 (ai) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as the [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the [the][any] Assignor.

Additional Procedures. Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase must, in accordance with Section 2.17(b) of the Credit Agreement, terminate any Discounted Voluntary Prepayment Offer only if no Qualifying Bid has been received by it reasonably believes that it will fail to satisfy one or more of the Auction Manager conditions set forth in Section 2.17(a) of the Credit Agreement which are required to be met at the time which otherwise would have been the time of withdrawalprepayment of Term B Loans pursuant to such Discounted Voluntary Prepayment Offer. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Term B Lender. However, an Auction Purchase a Discounted Voluntary Prepayment Offer may become void if the conditions to the purchase prepayment set forth in Section 9.04(g) 2.17 of the Credit Agreement are not met. The Borrower shall pay the aggregate purchase price in respect of each all Qualifying Bid Bids for which purchase prepayment by the applicable Purchasing Borrower Party is are required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender Administrative Agent for the account of the applicable Term B Lenders not later than 2:00 p.m. on a settlement date as determined jointly by such Purchasing the Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term B Loans that are the subject of an Auction Purchase a Discounted Voluntary Prepayment Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower PartyBorrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) 2.17 of the Credit Agreement or this Exhibit G. H. The Auction Manager’s interpretation of the terms and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower PartyBorrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) 2.17 of the Credit Agreement or this Exhibit G. H. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower PartyBorrower, the Loan Parties Parties, or any of their respective 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this This Exhibit G H shall not require any Purchasing the Borrower Party to initiate any Auction Purchase Discounted Voluntary Prepayment Offer. EXHIBIT H [I-1 FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption OF U.S. TAX COMPLIANCE CERTIFICATE (this “Assignment and Assumption”For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement 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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below November 30, 2017 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), receipt among Entravision Communications Corporation, a Delaware corporation (the “Borrower”), Bank of a copy of which is hereby acknowledged by the AssigneeAmerica, N.A., as Administrative Agent, and each lender from time to time party thereto. 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 Pursuant 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 provisions of Section 3.01(e)(ii)(B) of the Credit Agreement, as the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Effective Date inserted by 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 contemplated belowapplicable). By executing this certificate, the undersigned agrees that (a1) 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 Assignor’s rights Borrower and obligations the Administrative Agent with a properly completed and currently effective certificate in its capacity as a Lender under 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 any other documents used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: __________, 20[__] U.S. Tax Compliance Certificate EXHIBIT I-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Credit Agreement dated as of November 30, 2017 (as amended, restated, supplemented or instruments delivered pursuant thereto 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 extent related to the amount and percentage interest identified below provisions of all Section 3.01(e)(ii)(B) of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any undersigned hereby certifies that (i) it is the sole record and beneficial owner of the foregoingparticipation in respect of which it is providing this certificate, including contract claims(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, tort claims(iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, malpractice claims, statutory claims and all other claims at law or in equity (iv) it is not a controlled foreign corporation related to the rights Borrower as described in Section 881(c)(3)(C) of the Code and obligations sold (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 assigned (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: __________, 20[__] U.S. Tax Compliance Certificate EXHIBIT I-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 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. [NAME OF PARTICIPANT] By: Name: Title: Date: __________, 20[__] U.S. Tax Compliance Certificate EXHIBIT I-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 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. [NAME OF LENDER] By: Name: Title: Date: __________, 20[__] U.S. Tax Compliance Certificate EXHIBIT J FORM OF NOTICE OF LOAN PREPAYMENT 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 clause the terms of Section 2.05 (aPrepayments) above 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. ENTRAVISION COMMUNICATIONS CORPORATION By: Name: Title: 1 Specify date of such prepayment. 2 Any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or if less, the entire principal amount thereof outstanding). 3 Any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or if less, the entire principal amount thereof outstanding). Notice of Loan Prepayment EXHIBIT K PERFECTION CERTIFICATE Reference is hereby made to (i) that certain Security Agreement dated as of ____________, 2017 (the rights “Security Agreement”), between Entravision Communications Corporation, a Delaware corporation (“Borrower”), the Guarantors party thereto (collectively, the “Guarantors”) and obligations sold and assigned pursuant to clauses the Administrative Agent (aas hereinafter defined) and (bii) above being referred to herein collectively that certain Credit Agreement dated as of ____________, 2017 (the “Assigned InterestCredit Agreement”) among the Borrower, certain other parties thereto and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Such sale and assignment is without recourse to Capitalized terms used but not defined herein have the Assignor and, except as expressly provided meanings assigned in this Assignment and Assumption, without representation the Credit Agreement or warranty by the AssignorSecurity Agreement.