Common use of General Provisions Clause in Contracts

General Provisions. This Assignment and Assumption shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The provisions of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”), Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers to the Credit Agreement dated as of September 22, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, the Lenders party thereto from time to time, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and permitted assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by telecopy or by sending a scanned copy by electronic mail shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree to such termslaw governing the Credit Agreement. Ares Capital Corporation TO: Royal Bank of Canada, as Administrative Agent for the Lenders referred to below 000 00 Xxxx XxxxxxXxxxxx Xxxx, 00xx Floor New York0xx Xxxxx Xxxxxxx, New York 10167 XX X0X 0X0 Attention: Middle Office DL EmailManager Agency Telecopier: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen(000) 000-0000 AND TO: The undersignedLenders Re: Credit Agreement made as of June 16, TEMPUS LABS, INC., a Delaware corporation 2017 among Xxxxxx Xxxxxx Cochin ULC as Principal Borrower (the “Principal Borrower”), refers Trans Mountain Pipeline ULC (the “NEB Reserve Borrower”), those persons party thereto from time to the Credit Agreement dated time in their capacities as lenders, and Royal Bank of September 22Canada, 2022 as administrative agent (such credit agreement, as it may be amended, restated, amended and restated, supplemented or otherwise modified or restated from time to time, referred to as the “Credit Agreement”), by and among Borrower, . 1. This Compliance Certificate is given pursuant to Section 9.4(a)(iii) of the Lenders party thereto from time to time, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and BookrunnerCredit Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned given to such terms in them by the Credit Agreement. 2. Borrower hereby gives you notice pursuant to Section 2.03 I am the duly appointed [Chief Executive Officer/ President/ Chief Financial Officer/ Treasurer/Controller/Vice President Finance/ Vice President, TMEP/OTHER AUTHORIZED OFFICER] of the Credit Agreement that it requests a Borrowing Principal Borrower, and hereby certify in such capacity and not in my personal capacity, after making due inquiry, that: (a) no Default or Event of Term Loans under Default has occurred and is continuing [except as described in Annex · hereto]; (b) the Restricted Subsidiaries are: · [and] (c) as at the end of the Fiscal Quarter ending ·, the ratio of Consolidated Total Funded Debt to Consolidated Capitalization is ·, and attached hereto as Exhibit 1 are the detailed particulars of the manner in which the above were calculated[; and] OR[.] (d) [as at the end of the Fiscal Quarter ending: (i) the Consolidated EBITDA for such Fiscal Quarter was · and the Consolidated EBITDA directly attributed to the Obligors on an unconsolidated but combined basis is equal to at least 95% of such amount; and (ii) the Obligors directly own not less than 95% of the Consolidated Total Assets. and attached hereto as Exhibit 1 are the detailed particulars of the manner in which the above were calculated.] [INSERT only if there are any Unrestricted Subsidiaries.] 3. [Attached are the updated Schedule I and Schedule J referred to in Section 9.4(a)(iii) of the Credit Agreement, which are each complete and in that connection sets forth below accurate as of the terms date hereof. / There have been no changes to Schedule I or Schedule J since the copies thereof last provided to the Agent on which such Borrowing is requested to be made: (A) Date [describe date and method of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8delivery.] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9XXXXXX XXXXXX COCHIN ULC

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. A. LOAN DOCUMENTS 1. Loan Agreement (the “Counterparts; Effectiveness; Several Loan Agreement”), Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) by and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC.among DENTSPLY International Inc., a Delaware corporation (the “Borrower”), refers to the Credit Agreement dated as of September 22, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified institutions from time to time, time parties thereto as Lenders (the “Credit AgreementLenders”) and The Bank of Tokyo-Mitsubishi UFJ, Ltd., in its capacity as Administrative Agent for itself and the other Lenders (the “Administrative Agent”), by and among Borrower, evidencing a term loan facility to the Borrower from the Lenders party thereto from time in an aggregate principal amount of JPY 12,552,500,000. Schedule 2.01 -- Commitments Schedule 6.04 -- Existing Debt Exhibit A -- Form of Assignment and Assumption Exhibit B -- Form of Opinion of General Counsel to time, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and BookrunnerBorrower Exhibit C -- [Intentionally Omitted] Exhibit D -- [Intentionally Omitted] Exhibit E -- List of Closing Documents Exhibit F -- [Intentionally Omitted] Exhibit G-1 -- Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships) Exhibit G-2 -- Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships) Exhibit G-3 -- Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships) Exhibit G-4 -- Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships) Exhibit H -- Form of Borrowing Request Exhibit I -- Form of Receipt 2. Capitalized terms used herein and not otherwise defined herein shall have Receipt executed by the meanings assigned to such terms in the Credit Agreement. Borrower hereby gives you notice pursuant to Section 2.03 2.10(e) of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Loan Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”)which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by referenceAND CONSTRUED IN ACCORDANCE WITH, mutatis mutandisTHE LAW OF THE STATE OF NEW YORK. To: Xxxxx Fargo Bank, and the parties hereto agree to such terms. Ares Capital Corporation National Association as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx0000 X XX Xxxxxx Blvd. Charlotte, 00xx Floor New York, New York 10167 NC 28262 Mail Code D1109-019 Attention: Middle Office DL Xxxxxx XxXxxxx Telephone: 000-000-0000 Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Xxxxxx.xxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersignedReference is made to that certain Revolving Credit Agreement, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers to the Credit Agreement dated as of September 22December 5, 2022 2014 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to timetime in accordance with its terms, the “Credit Agreement”; the terms defined therein being used herein as therein defined), by and among among, Columbia Pipeline Partners LP, a Delaware limited partnership (the “Borrower”), NiSource Inc., a Delaware corporation (“NiSource”), Columbia Pipeline Group, Inc., a Delaware corporation (“CPG”), CPG OpCo LP, a Delaware limited partnership (“OpCo”), Columbia Energy Group, a Delaware corporation (“Columbia”), CPG OpCo GP LLC, a Delaware limited liability company (“OpCo GP”, and together with NiSource, CPG, OpCo and Columbia, the “Guarantors”), the Lenders party thereto thereto, Xxxxx Fargo Bank, National Association, as the administrative agent (in such capacity, the “Administrative Agent”), and the other parties thereto. The Borrower hereby requests a Revolving Borrowing, as follows: 1. In the aggregate amount of $ . 2. On , 201 (a Business Day). 3. Comprised of [an ABR] [a Eurodollar] Borrowing. [4. With an Interest Period of months.]4 [4][5]. The Borrower’s account to which funds are to be disbursed is: Account Number: Location: This Borrowing Request and the Revolving Borrowing requested herein comply with the Agreement, including Sections 2.01(a), 2.02, 3.02 and 3.03 of the Agreement. 4 Insert if a Eurodollar Borrowing. COLUMBIA PIPELINE PARTNERS LP By: CPP GP LLC, its general partner By: Name: Title: To: [ ], as LC Bank [ ] cc: Xxxxx Fargo Bank, National Association as Administrative Agent 0000 X XX Xxxxxx Blvd. Charlotte, NC 28262 Mail Code D1109-019 Attention: Xxxxxx XxXxxxx Telephone: 000-000-0000 Email: Xxxxxx.xxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to that certain Revolving Credit Agreement, dated as of December 5, 2014 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to timetime in accordance with its terms, Ares Capital Corporationthe “Agreement”; the terms defined therein being used herein as therein defined), by and among, Columbia Pipeline Partners LP, a Delaware limited partnership (the “Borrower”), NiSource Inc., a Delaware corporation (“NiSource”), Columbia Pipeline Group, Inc., a Delaware corporation (“CPG”), CPG OpCo LP, a Delaware limited partnership (“OpCo”), Columbia Energy Group, a Delaware corporation (“Columbia”), CPG OpCo GP LLC, a Delaware limited liability company (“OpCo GP”, and together with NiSource, CPG, OpCo and Columbia, the “Guarantors”), the Lenders party thereto, Xxxxx Fargo Bank, National Association, as the administrative agent (in such capacity, the “Administrative Agent”), and Ares Capital Management the other parties thereto. The Borrower hereby requests a Letter of Credit extension by the LC Bank listed above, as follows: 1. [An issuance of a new Letter of Credit in the amount of $[ ]] [an amendment to existing Letter of Credit No. [ ] issued by such LC Bank]. 2. On , 201 (a Business Day). This request for a Letter of Credit extension complies with the Agreement, including Sections 2.04, 3.02 and 3.03 of the Agreement. COLUMBIA PIPELINE PARTNERS LP By: CPP GP LLC, its general partner By: Name: Title: FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as Lead Arranger hereinafter defined), the aggregate unpaid principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Revolving Credit Agreement, dated as of December 5, 2014 (as may be amended, restated, amended and Bookrunner. Capitalized restated, extended, supplemented or otherwise modified in writing from time to time in accordance with its terms, the “Agreement”; the terms defined therein being used herein as therein defined), by and not otherwise defined herein shall have among, Columbia Pipeline Partners LP, a Delaware limited partnership (the meanings assigned “Borrower”), NiSource Inc., a Delaware corporation (“NiSource”), Columbia Pipeline Group, Inc., a Delaware corporation (“CPG”), CPG OpCo LP, a Delaware limited partnership (“OpCo”), Columbia Energy Group, a Delaware corporation (“Columbia”), CPG OpCo GP LLC, a Delaware limited liability company (“OpCo GP”, and together with NiSource, CPG, OpCo and Columbia, the “Guarantors”), the Lenders party thereto, Xxxxx Fargo Bank, National Association, as the administrative agent (in such capacity, the “Administrative Agent”), and the other parties thereto. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under the Agreement from the date of such terms Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office pursuant to the terms of the Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Revolving Note is one of the promissory notes referred to in Section 2.10(e) of the Agreement, is one of the Credit Documents, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. COLUMBIA PIPELINE PARTNERS LP By: CPP GP LLC, its general partner By: Name: Title: To: Xxxxx Fargo Bank, National Association as Administrative Agent 0000 X XX Xxxxxx Blvd. Charlotte, NC 28262 Mail Code D1109-019 Attention: Xxxxxx XxXxxxx Telephone: 000-000-0000 Email: Xxxxxx.xxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to that certain Revolving Credit Agreement, dated as of December 5, 2014 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time in accordance with its terms, the “Agreement”; the terms defined therein being used herein as therein defined), by and among, Columbia Pipeline Partners LP, a Delaware limited partnership (the “Borrower”), NiSource Inc., a Delaware corporation (“NiSource”), Columbia Pipeline Group, Inc., a Delaware corporation (“CPG”), CPG OpCo LP, a Delaware limited partnership (“OpCo”), Columbia Energy Group, a Delaware corporation (“Columbia”), CPG OpCo GP LLC, a Delaware limited liability company (“OpCo GP”, and together with NiSource, CPG, OpCo and Columbia, the “Guarantors”), the Lenders party thereto, Xxxxx Fargo Bank, National Association, as the administrative agent (in such capacity, the “Administrative Agent”), and the other parties thereto. Borrower hereby gives This Interest Election Request is delivered to you notice pursuant to Section 2.03 2.06 of the Credit Agreement that it requests and relates to the following: 1. ¨ A conversion of a Borrowing ¨ A continuation of Term Loans under a Borrowing (select one). 2. In the Credit Agreement, and in that connection sets forth below the terms on aggregate principal amount of $ . 3. which such Borrowing is requested to be made: (A) Date of being maintained as a [ABR Revolving Borrowing] [Eurodollar Revolving Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [with an Interest Period and the last day thereof8] [ ending on , 201 ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York without reference to its conflict of laws other than Section 5-1401 of the New York General Obligations Law. [***] Confidential treatment has been requested for the bracketed portions. The provisions confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Sunrun Hera Portfolio 2015-A, LLC 000 Xxxxxx Xx., 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attn: General Counsel Fax: [___________] BENEFICIARY: Deutsche Bank Trust Company Americas as Collateral Agent [60 Wall Street, 16th Floor Mail Stop: NYC60 - 1630 Xxx Xxxx, XX 00000] Attn: [___________] Fax: [___________] Dear Beneficiary: At the request of Section 7.06 and for the account of Sunrun Hera Portfolio 2015-A, LLC, a Delaware limited liability company (the “Counterparts; Effectiveness; Several AgreementAccount Party”), Section 7.07 we hereby establish in your favor, for the benefit of Investec Bank PLC (“SeverabilityInvestec”), Section 7.09 (“Governing Law; Jurisdiction; Consent as Issuing Bank pursuant to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by referencethat certain Credit Agreement, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers to the Credit Agreement dated as of September 22January 15, 2022 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrowerthe Account Party, the financial institutions as Lenders party thereto from time to time party thereto (each individually a “Lender” and, collectively, the “Lenders”), Investec, as administrative agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) and Investec, as Issuing Bank, our Irrevocable Transferable Letter of Credit No. [____________] (this “Letter of Credit”) whereby, subject to the terms and conditions contained herein, you are hereby irrevocably authorized to draw on Investec, by your draft or drafts at sight, up to an aggregate amount not to exceed the Dollar amount for the relevant time period set forth on Schedule 1 hereto (such amount, as it may be reduced in accordance with the terms hereof, the “Stated Amount”). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. This Letter of Credit shall be effective immediately and shall expire on the Expiration Date (as hereinafter defined). Partial drawings on this Letter of Credit are permitted. You may draw upon this Letter of Credit at any time on or prior to the Expiration Date by presenting (a) a sight draft in the form of Exhibit A (a “Sight Draft”), appropriately completed and executed by your authorized officer and (b) a certificate in the form of Exhibit B (a “Certificate”), appropriately completed and executed by your authorized officer. The Stated Amount shall be reduced by the amount of any paid drawing hereunder. Presentation of any Sight Draft and Certificate shall be made at our office located at [Investec Bank PLC, 0 Xxxxxxx Xxxxxx, London, EC2V 7QP, United Kingdom]. We hereby agree with you that any Sight Draft and Certificate drawn under and in compliance with the terms of this Letter of Credit shall be duly honored by us upon delivery, if presented on or before our close of business on the Expiration Date at our office specified above. Provided that a compliant drawing is presented by 12:00 p.m., Eastern Standard time, Ares Capital Corporationon any Banking Day, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein payment shall have be made to you of the meanings assigned to such terms amount specified in the Credit Agreementapplicable Sight Draft, not to exceed the Stated Amount, in immediately available funds, not later than 11:00 a.m., Eastern Standard time, on the second following Banking Day. Borrower hereby gives you notice pursuant to Section 2.03 of A compliant drawing presented after 12:00 p.m, Eastern Standard time on any Banking Day, will be paid on the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business third following Banking Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by telecopy shall be effective as delivery of Jury Trial”) are incorporated herein a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for laws of the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor State of New York. EXHIBIT D-1A April 12, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), refers to the Credit Agreement dated as of September 22ILFC, 2022 Hyperion Aircraft Inc. (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit AgreementParent Holdco”), by and among BorrowerApollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto from time to timethereto, Ares Capital CorporationBank of America, N.A., as Administrative AgentAgent and Bank of America, and Ares Capital Management LLCN.A., as Lead Arranger and BookrunnerCollateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to given such terms in the Credit Agreement and the Security Agreement. Borrower hereby gives you notice This opinion is delivered pursuant to Section 2.03 Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement that it requests a Borrowing (the “Security Agreement”) dated as of Term Loans under the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that connection sets forth below the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such Borrowing party is requested a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (Ai) Date all applicable chattel paper (as such term is defined in Article 9 of Borrowing the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (which ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a Business Day) September [●]valid and binding obligation of each Obligor party thereto, 2022enforceable against such Obligor in accordance with its terms. (B) Principal Amount 2. The execution and delivery by each Obligor of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period the Transaction Documents to which it is a party does not, and the last day thereof8] [ ]performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (Ea) Funds those that are requested specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by telecopy shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree law of the State of New York. EXHIBIT B-1 [Form of Opinion of Counsel to such terms. Ares Capital Corporation as Administrative Agent for XLCA] August [__], 2006 To the Lenders party to the Credit Agreement referred to below 000 Xxxx Xxxxxxand Citibank, 00xx Floor N.A. as Administrative Agent, 2 Penns Way, Suite 200 New YorkCastle, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●]Delaware 19720 U.S.A. Dear Sirs, 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation X xx Xxxxxxx xx XX Xxxxxxx Xxxxxxxxx Inc. (the “Borrower”"XLCA"), refers . I am furnishing this opinion to you pursuant to Section 4.01(b)(i) of the Credit Agreement dated as of September 22August [__], 2022 2006, between Security Capital Assurance Ltd (as amended"SCA"), restatedXLCA, amended and restated, supplemented or otherwise modified from time to timeXL Financial Assurance Ltd. ("XLFA") (collectively, the “Credit Agreement”"XL Entities"), as account parties (collectively, the "Account Parties"), the Lenders parties thereto and Citibank, N.A., as Administrative Agent (the "Agreement"). Unless otherwise defined herein, capitalized terms used herein have the meanings assigned to those terms in the Agreement. In this connection, I have examined the Agreement. For purposes of this opinion I have been informed that you are receiving an opinion of an opinion of Cahill Gordon & Reindel LLP, special New York counsel for the Accounx Xxxxxxx, xx to, xxxxx other things, the Account Parties each having all the requisite power and authority and having taken all necessary corporate or other action to execute and deliver (and having duly authorized, executed and delivered) the Agreement. I have not independently verified any of the matters contained in such opinions or made any investigations in connection with any such matters. I have examined and relied upon the representations, warranties and covenants contained in the Agreement, certificates of public officials and of other officers of each of the Account Parties and such other documents and records as I deemed relevant and necessary as a basis for the opinions hereinafter expressed. In rendering the opinions set forth below, I have assumed that the signatures on documents and instruments examined by me as originals are authentic and among Borrowerthat all documents submitted to me as copies conform with the originals, which facts I have not independently verified. Based upon the foregoing, and subject to the assumptions, exceptions and qualifications set forth herein, I am of the opinion that: 1. XLCA is duly incorporated under the laws of the State of New York. 2. To my knowledge after due inquiry, except as routinely encountered in claims activity, there is no litigation or governmental proceeding by or against XLCA or any Subsidiary of XLCA pending or threatened which could reasonably be expected (in light of reserves and total shareholder equity of XLCA and after taking into account XLCA's business and activities) to have a Material Adverse Effect if adversely determined. 3. Neither the execution and delivery of the Agreement nor any other documents or instruments executed or delivered in connection with the Agreement, the consummation of the transactions therein contemplated nor compliance with the terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the articles of incorporation or by-laws of XLCA or of any applicable law or of any material agreement or instrument of which I have knowledge after due inquiry to which XLCA is a party or by which it is bound or to which it is subject, or constitute a default thereunder or result in the creation or imposition of any Lien of any nature whatsoever upon any of the property of XLCA pursuant to the terms of any such agreement or instrument. 4. To my knowledge, XLCA is not in violation of any charter document, corporate minute or resolution or any instrument or agreement of which I have knowledge after due inquiry, in each case binding on it or affecting its property in any manner which could have a Material Adverse Effect. 5. To my knowledge after due inquiry, XLCA is qualified to do business in those jurisdictions in which its ownership of property or the nature of its business activities is such that failure to be so qualified would have a Material Adverse Effect. In rendering this opinion, I express no opinions as to the laws of any jurisdictions other than the laws of the State of New York and the Federal laws of the United States of America. Neither this opinion nor any part hereof may be delivered to or used or relied upon by any person other than you and the Lenders without my prior written consent. Very truly yours, Susan Comparato EXHIBIT B-2 [Form of Opinion of Special U.S. Counsel to the Account Parties] August [__], 2006 Re: Credit Agreement (the "Agreement") dated as of August [__], 2006, between Security Capital Assurance Ltd, XL Capital Assurance Inc. ("XLCA") and XL Financial Assurance Ltd., as Account Parties (collectively, the "Loan Parties"), the Lenders party thereto from time to timeand Citibank, Ares Capital CorporationN.A., as Administrative Agent. The Lenders party to the Agreement and Citibank, and Ares Capital Management LLCN.A., as Lead Arranger Administrative Agent 2 Penns Way, Suite 200 New Castle, Delaware 19720 USA Ladies and BookrunnerGxxxxxxxx: Xx xxxx xxxxx xx xxxxxxx Xxw York counsel to the Loan Parties in connection with the Agreement. Capitalized This opinion is furnished to you at the request of the Loan Parties pursuant to section 4.01(b)(ii) of the Agreement. Unless otherwise defined herein, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such those terms in the Credit Agreement. Borrower hereby gives you notice pursuant In this connection, we have examined the Agreement to Section 2.03 be executed as of the Credit date hereof. We have examined and relied upon the representations, warranties and covenants contained in the Agreement, certificates of public officials and of officers of the Loan Parties and such other documents and records as we deemed relevant and necessary as a basis for the opinions hereinafter expressed. In rendering the opinions set forth below, we have assumed that the signatures on documents and instruments examined by us as originals are authentic and that all documents submitted to us as copies conform with the originals, which facts we have not independently verified. For purposes of this opinion, we have assumed that you have all requisite power and authority and have taken all necessary corporate or other action to execute and deliver (and have duly authorized, executed and delivered) the Agreement. No opinion is expressed herein with respect to (i) the enforceability of the set-off provisions of the Agreement, (ii) the enforceability of any waiver by any Loan Party of demand, (iii) the effect of the laws of any jurisdiction other than New York that limit rates of interest that may be charged or collected by the Lenders and (iv) the enforceability of any provision in the Agreement that it requests purporting to establish evidentiary standards. We express no opinion as to (i) whether a Borrowing court would give effect to the choice of Term Loans law provided for in the Agreement (ii) Section 9.09 of the Agreement, insofar as such Section relates to the subject matter jurisdiction of any court to adjudicate any controversy related to the Agreement and (iii) the waiver of trial by jury set forth in Section 9.10 of the Agreement. Based upon the foregoing, and subject to the assumptions, exceptions and qualifications set forth herein, we are of the opinion that: 1. XLCA is validly existing as a corporation in good standing under the Credit laws of the State of New York. XLCA has the corporate power and authority to execute and deliver the Agreement and to perform its obligations thereunder. 2. No authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation, declaration or filing with, any Governmental Authority is required in connection with (i) the execution and delivery by the Loan Parties of the Agreement, and in that connection sets forth below (ii) the consummation by the Loan Parties of the transactions contemplated by the Agreement or (iii) the performance by the Loan Parties of or compliance by the Loan Parties with the terms on which such Borrowing is requested to be made:and conditions of the Agreement. (A) Date 3. The Agreement has been duly and validly authorized by XLCA. The Agreement has been duly executed and delivered by the Loan Parties, and constitutes the legal, valid and binding obligation of Borrowing (which is a Business Day) September [●]the Loan Parties, 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and enforceable in accordance with the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9terms thereof.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”)which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by referenceAND CONSTRUED IN ACCORDANCE WITH, mutatis mutandisTHE LAW OF THE STATE OF NEW YORK. Xxxxxx Xxxxxxx Senior Funding, and the parties hereto agree to such terms. Ares Capital Corporation Inc., as Administrative Agent for the Lenders referred to below 000 0 Xxxxxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxx, Xxx Xxxx Xxxxxx, 00xx Floor New York, New York 10167 00000 Attention: Middle Office DL Agency Team Telecopy: (000) 000-0000 Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September xxxxxxxx@xxxxxxxxxxxxx.xxx [●], 20226 Date] Ladies and Gentlemen: The undersigned, TEMPUS LABSCF Industries, INC., a Delaware corporation Inc. (the “Borrower”), refers to the Amended and Restated Revolving Credit Agreement Agreement, dated as of September May 1, 2012 and amended and restated as of April 22, 2022 2013 (as the same may be amended, restated, amended and restated, modified, extended and/or supplemented or otherwise modified from time to time, the “Credit Agreement,” the capitalized terms defined therein being used herein as therein defined), among the Borrower, CF Industries Holdings, Inc., as Holdings, the lenders from time to time party thereto (collectively, the “Lenders”), by Xxxxxx Xxxxxxx Bank, N.A. and among Borrowerthe Bank of Tokyo-Mitsubishi UFJ, Ltd., as Issuing Banks, the Lenders party thereto other parties from time to timetime party thereto, Ares Capital Corporationand you, as administrative agent for the Lenders (the “Administrative Agent”), and Ares Capital Management LLChereby gives you notice, as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned irrevocably, pursuant to such terms in Section 2.3 of the Credit Agreement. Borrower , that the undersigned hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which information relating to such Borrowing (the “Proposed Borrowing”), as required by Section 2.3 of the Credit Agreement: (i) The aggregate principal amount of the Proposed Borrowing is requested $[ ]. (ii) The Business Day of the Proposed Borrowing is [ , 20 ].(2) (iii) The Proposed Borrowing is to consist of [ABR Loans][Eurodollar Loans]. (1) Such amount to be madestated in Dollars. (2) Shall be a Business Day at least one Business Day in the case of ABR Loans (or same day notice in the case of Swingline Loans) and at least three Business Days in the case of Eurodollar Loans, in each case, after the date hereof; provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 noon (New York City time) in the case of ABR Loans or before 11:00 a.m. (New York City time) in the case of Eurodollar Loans, on such day. (iv) The initial Interest Period for each Eurodollar Loan made as part of the Proposed Borrowing is [one/two/three/six months][insert period less than one month or greater than six months](3).] (v) Funds for the Proposed Borrowing should be disbursed as follows: Account Name: [ ] Bank Name: [ ] Bank Location: [ ] ABA No.: [ ] Account Number: [ ] The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing: (A) Date the representations and warranties of Borrowing the Borrower set forth in the Credit Agreement and in the other Loan Documents are and will be true and correct, on and as of the date of the Proposed Borrowing, except that (which i) to the extent that such representations and warranties specifically refer to an earlier date, they were true and correct in all material respects as of such earlier date and (ii) any representation and warranty that is a Business Day) September [●]qualified as to “materiality”, 2022“Material Adverse Effect” or similar language is and will be true and correct in all respects; and (B) Principal Amount at the time of Borrowing $175,000,000 (C) Type and immediately after giving effect to the Proposed Borrowing, no Default or Event of Borrowing7 [ ] (D) [Interest Period Default has occurred and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9is continuing.

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and permitted assigns. The provisions of Section 7.06 This Affiliated Lender Assignment and Assumption may be executed in counterparts (“Counterparts; Effectiveness; Several Agreement”and by different parties hereto on different counterparts), Section 7.07 each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption and any claim, controversy or dispute (“Severability”)whether at law, Section 7.09 (“Governing Law; Jurisdiction; Consent in equity, in contract, in tort or otherwise) that may be based upon, arise out of or relate to Service of Process”) this Affiliated Lender Assignment and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandisAssumption shall be governed by, and construed and interpreted in accordance with, the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for laws of the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor State of New York. UBS AG, New York 10167 STAMFORD BRANCH 000 Xxxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Middle Office DL Agency Group Fax: +0.000.000.0000 Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●Xxxxxx-XXXXxxxxxxx@xxx.xxx [ ][ ], 20226 20[ ]32 Ladies and Gentlemen: The undersignedReference is hereby made to that certain Credit Agreement, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers to the Credit Agreement dated as of September 22December 21, 2022 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among among, inter alios, 1184248 B.C. LTD., a corporation duly constituted under the laws of the Province of British Columbia (the “Initial Borrower” and, prior to the Closing Date Amalgamations (as defined therein), the “Canadian Borrower”), which, as part of the Closing Date Amalgamations, will be amalgamated to form Xxxxxxxx Development Corporation Inc., a corporation duly amalgamated under the laws of the Province of British Columbia (“KDC” and, after the Closing Date Amalgamations, the “Canadian Borrower”), KDC US Holdings, Inc., a Virginia corporation (the “US Borrower” and, together with the Canadian Borrower, collectively, the “Borrowers”), Xxxxxxxx Development Holdco, Inc., a corporation duly constituted under the laws of the Province of British Columbia, as Holdings, the Lenders party thereto from time to timetime party thereto and UBS AG, Ares Capital CorporationStamford Branch, in its capacities as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner”). Capitalized terms used herein and but not otherwise defined herein shall have the meanings assigned ascribed to such terms in the Credit Agreement. Borrower The undersigned hereby gives you irrevocable notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans the Borrowings under the Credit AgreementAgreement to be made on the Borrowing Date (as defined below), and in that connection sets forth below the terms on which such Borrowing is the Borrowings are requested to be made: (A) Borrower: [1184248 B.C. LTD.]33 [Xxxxxxxx Development Corporation Inc.]34 32 The Administrative Agent must be notified in writing and must be received by the Administrative Agent (by hand delivery, email or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 2:00 p.m. three Business Days prior to the requested day of any Borrowing of LIBO Rate Loans (or (x) one Business Day in the case of any LIBO Rate Borrowing to be made on the Closing Date and (y) four Business Days in the case of any LIBO Rate Borrowing in any Alternate Currency), (which ii) 2:00 p.m. three Business Days prior to the requested day of any Borrowing of BA Rate Loans or (iii) 12:00 p.m. on the requested date of any Borrowing of ABR Loans or Canadian Prime Rate Loans (other than Swingline Loans in the case of ABR Loans and Canadian Prime Rate Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if (i) any Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period” or (ii) any Borrower wishes to request BA Rate Loans having a BA Period of other than one, two, three or six months in duration as provided in the definition of “BA Period” (A) the applicable notice from the Borrower Representative must be received by the Administrative Agent not later than 2:00 p.m. four Business Days prior to the requested date of such Borrowing, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period or BA Period, as applicable, is a Business Day) September [●], 2022 acceptable to them and (B) Principal Amount not later than 2:00 p.m. three Business Days before the requested date of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [such Borrowing, the Administrative Agent shall notify the Borrower Representative whether or not the requested Interest Period and or BA Period, as applicable, is available to the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9appropriate Lenders.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”)which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New York. Date: , Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference20 To: HPS Investment Partners, mutatis mutandisLLC, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 00 Xxxx Xxxxxx00xx Xxxxxx Xxx Xxxx, 00xx Floor New YorkXX 00000 Attention of Xxxx Xxxxx, New York 10167 AttentionXxxx Xxxxx and Alexey Pazukha E-mail: Middle Office DL Email: xxxxxx@xxxxxxxx.xxxxxxx.xxxxx@xxxxxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxxxxxx.xxxxx@xxxxxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 xxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers Reference is made to the Credit Agreement Agreement, dated as of September 22October 30, 2022 2020 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Mulberry Health Inc., a Delaware corporation (the “Borrower”), the Lenders party thereto lenders from time to timetime party thereto (the “Lenders”) and HPS Investment Partners, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunneradministrative agent for the Lenders (the “Administrative Agent”). Capitalized terms used herein and but not otherwise defined herein shall have the meanings assigned to such terms them in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below to be made on the terms on which such Borrowing is requested to be madeset forth below: (A) Date of Borrowing (Borrowing, which is a Business Day) September [●]Day (such date, 2022the “Proposed Borrowing Date”) (B) Principal Amount amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ]Loans1 comprising Borrowing (D) [Interest Period and the last day thereof8] [ ]thereof2 (E) Funds Wire instructions for the Borrower’s account: Bank: ABA Routing Transit Number: Account Number: Account Name: FFC: Reference: 1 Specify Eurodollar Rate or ABR. 2 Applicable for Eurodollar Loans only (select from one (1), three (3) or six (6) month Interest Periods). The Borrower represents and warrants that the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document are requested true and correct in all material respects on and as of the Proposed Borrowing Date with the same effect as though made on and as of such date, except to be disbursed the extent such representations and warranties expressly relate to Xxxxxxxx’s account an earlier date. At the time of and immediately after the Proposed Borrowing Date, no Default or Event of Default has occurred and is continuing. Immediately after giving effect to such Borrowing, the aggregate amount of all Loans made under the Credit Agreement (whether or not outstanding), including the Loans made as follows (Account Nopart of such Borrowing, does not exceed the aggregate used and unused Commitments of the Lenders. [ ])9MULBERRY HEALTH INC., as the Borrower By: Name: Title: ARTICLE I DEFINITIONS 1

General Provisions. This Assignment and Assumption Acceptance shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Acceptance may be executed in any number of Section 7.06 (“Counterpartscounterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance; Effectiveness; Several Agreement”)provided, Section 7.07 (“Severability”)however, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) that it shall be promptly followed by an original. This Assignment and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandisAcceptance shall be governed by, and construed in accordance with, the parties hereto agree to such termslaw of the State of New York. Ares Capital Corporation BNP Paribas as Administrative Agent for the Lenders referred to below 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx Xxxxxx, 00xx Floor New York, New York 10167 00000 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 [ ] Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers Reference is made to the Credit Agreement dated as of September 22October 1, 2022 2010, among QUICKSILVER GAS SERVICES LP, a limited partnership organized under the laws of Delaware (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit AgreementBorrower”), by and among Borrower, the Lenders LENDERS party thereto from time to time, Ares Capital CorporationBNP PARIBAS (“BNP”), as Administrative Agent, BNP, as Collateral Agent, BANK OF AMERICA, N.A. and Ares Capital Management ROYAL BANK OF CANADA, as Syndication Agents, BANC OF AMERICA SECURITIES LLC, BNP PARIBAS SECURITIES CORP., and RBC CAPITAL MARKETS CORPORATION, as Joint Lead Arranger Arrangers, and BookrunnerUBS SECURITIES LLC and ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents. Capitalized terms used herein and not otherwise Terms defined herein shall have the meanings assigned to such terms in the Credit Agreement are used herein with the same meanings. The undersigned, QUICKSILVER GAS SERVICES LP, refers to the Credit Agreement. Borrower , and hereby gives you notice that, pursuant to Section 2.03 2.11 of the Credit Agreement, the undersigned intends to make a prepayment of a Revolving Facility Borrowing in [ABR Loans or Eurodollar Loans], in the amount of $____________1. Very truly yours, QUICKSILVER GAS SERVICES LP By: Name: Title: 1 Please provide reasonably detailed calculation of the amount of prepayment. BNP Paribas as Administrative Agent [and Issuing Bank] for the Lenders referred to below 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: [ ] Ladies and Gentlemen: Reference is made to the Credit Agreement that it requests dated as of October 1, 2010, among QUICKSILVER GAS SERVICES LP, a limited partnership organized under the laws of Delaware (“Borrower”), the LENDERS party thereto from time to time, BNP PARIBAS (“BNP”), as Administrative Agent (the “Administrative Agent”), BNP, as Collateral Agent, BANK OF AMERICA, N.A. and ROYAL BANK OF CANADA, as Syndication Agents, BANC OF AMERICA SECURITIES LLC, BNP PARIBAS SECURITIES CORP., and RBC CAPITAL MARKETS CORPORATION, as Joint Lead Arrangers, and UBS SECURITIES LLC and ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes a Borrowing Request of Term Loans the Borrower and the Borrower hereby requests Borrowings under the Credit Agreement, and in that connection sets forth below the terms on which Borrower specifies the following information with respect to such Borrowings requested hereby: For a Revolving Facility Borrowing is requested to be made:or issuance of Revolving Letter of Credit, (A) Borrower [and Name of Account Party]1: _____________________ (B) Aggregate or Face Amount of Borrowing: US$____________ (C) Date of Borrowing (which is shall be a Business Day): ____________ (D) September Type of Borrowing (ABR, Eurodollar, or Revolving Letter of Credit): ____________ (E) Interest Period (if a Eurodollar Borrowing):2 ____________ 1 If Borrower requests that a letter of credit be issued on behalf of another Loan Party. 2 Which must comply with the definition of “Interest Period” and end not later than the Revolving Facility Maturity Date. (F) [●Location and number of the Borrower’s account or any other account agreed upon by the Administrative Agent] [Beneficiary (if a Revolving Letter of Credit)3], 2022: ____________ (G) Expiry date (if a Revolving Letter of Credit)4: _____________ For [a Borrowing of Incremental Term Loans], (A) Aggregate Amount of Borrowing: US$____________ (B) Principal Type of Borrowing (ABR or Eurodollar): ____________ (C) Interest Period (if a Eurodollar Borrowing):5 ____________ (D) Location and number of the Borrower’s account or any other account agreed upon by the Administrative Agent: __________ 3 Please specify name and address. 4 This date must be (A) unless the applicable Issuing Bank agrees to a later expiration date, the date one year after the date of issuance (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Revolving Facility Maturity Date. 5 Which must comply with the definition of “Interest Period”. [We hereby certify that, on and as of the date hereof, no default or Event of Default has occurred or is continuing and the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects, with the same effect as though made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).6] [We hereby certify that, on and as of the Closing Date, the Specified Representations and Specified Acquisition Agreement Representations are true and correct in all material respects.7] Very truly yours, QUICKSILVER GAS SERVICES LP By: Name: Title: 6 To be included in Borrowing Requests after the Closing Date. 7 To be included in Borrowing Requests on the Closing Date. BNP Paribas as Swingline Lender for the Lenders referred to below 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: [ ] Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of October 1, 2010, among QUICKSILVER GAS SERVICES LP, a limited partnership organized under the laws of Delaware (“Borrower”), the LENDERS party thereto from time to time, BNP PARIBAS (“BNP”), as Administrative Agent, BNP, as Collateral Agent, BANK OF AMERICA, N.A and ROYAL BANK OF CANADA, as Syndication Agents, BANC OF AMERICA SECURITIES LLC, BNP PARIBAS SECURITIES CORP., and RBC CAPITAL MARKETS CORPORATION, as Joint Lead Arrangers, and UBS SECURITIES LLC and ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes a Swingline Borrowing Request and the Borrower hereby requests Borrowings under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to such Borrowings requested hereby: Aggregate Amount of Borrowing: US$____________ Date of Borrowing $175,000,000(which shall be a Business Day): _________________ Location and number of the Borrower’s account or any other account agreed upon by the Swingline Lender: ______________________ We hereby certify that, on and as of the date hereof, no default or Event of Default has occurred or is continuing and the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects, with the same effect as though made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).1 Very truly yours, QUICKSILVER GAS SERVICES LP By: Name: Title: 1 To be included in Borrowing Requests after the Closing Date. BNP Paribas as Administrative Agent [and Issuing Bank] for the Lenders referred to below 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: [ ] Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of October 1, 2010, among QUICKSILVER GAS SERVICES LP, a limited partnership organized under the laws of Delaware (“Borrower”), the LENDERS party thereto from time to time, BNP PARIBAS (“BNP”), as Administrative Agent, BNP, as Collateral Agent, BANK OF AMERICA, N.A. and ROYAL BANK OF CANADA, as Syndication Agents, BANC OF AMERICA SECURITIES LLC, BNP PARIBAS SECURITIES CORP., and RBC CAPITAL MARKETS CORPORATION, as Joint Lead Arrangers, and UBS SECURITIES LLC and ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes an Interest Election Request by the Borrower and the Borrower hereby requests a [conversion] [continuation] of [IDENTIFY BORROWING] pursuant to Section 2.07 of the Credit Agreement, and in that connection the Borrower specifies the following information with respect to such conversion or continuation: For a Revolving Facility Borrowing, (A) Amount of initial Borrowing being converted1: US$____________ (B) Effective Date (which shall be a Business Day): ____________ (C) Type of Borrowing7 [ ]Borrowing (ABR or Eurodollar)2: ____________ (D) [Interest Period and (if a Eurodollar Borrowing):3 ____________ 1 For conversions only. Please complete a separate form for each portion of the last day thereof8] [ ]initial Borrowing being converted. 2 For conversions only. For a Borrowing of Incremental Term Loans, (EA) Funds are requested Amount of Initial Borrowing being converted4: US$____________ (B) Effective Date of resulting Borrowing (which shall be a Business Day): ____________ (C) Type of resulting Borrowing (ABR or Eurodollar)5: ____________ (D) Interest Period (if a Eurodollar Borrowing):6 ____________ Very truly yours, QUICKSILVER GAS SERVICES LP By: Name: Title: 3 For conversions and continuations of Eurodollar Borrowings. If the Borrower requests a Eurodollar Borrowing but does not specify an Interest Period, then the Interest Period shall be deemed to be disbursed to Xxxxxxxxof one month’s account as follows (Account No. [ ])9duration.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure accrue to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) and Section 7.10 (“Waiver an executed counterpart of Jury Trial”) are incorporated herein a signature page of this Assignment by reference, mutatis mutandistelecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for internal laws of the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, State of New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers without regard to conflict of laws principles thereof. Reference is made to the Credit Agreement and Guaranty Agreement, dated as of September 22July 13, 2022 2010 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to timemodified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Exopack Holding Corp., a Delaware corporation (“Borrower”), Exopack Key Holdings, LLC, a Delaware limited liability company, and certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, Ares Capital Corporation, as Administrative Agent, time and Ares Capital Management Xxxxxxx Xxxxx Lending Partners LLC, as Lead Arranger Syndication Agent, Administrative Agent and BookrunnerDocumentation Agent. Capitalized Pursuant to Section 2.16(c) of the Credit Agreement, the undersigned hereby certifies that it is not a “bank”, or a “10-percent-shareholder” or a “controlled foreign corporation” related to Borrower, each as described in Section 881(c)(3) of the Internal Revenue Code of 1986, as amended. By: ____________________________ Name: Title: 1. We are, respectively, the chief executive officer and the chief financial officer of EXOPACK HOLDINGS CORP., a Delaware corporation (“Borrower”). 2. We have reviewed the terms used herein of Section 3 of the Credit and Guaranty Agreement, dated as of July 13, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein shall being used herein as therein defined), by and among Borrower, Exopack Key Holdings, LLC, a Delaware limited liability company and certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time and Xxxxxxx Sachs Lending Partners LLC, as Syndication Agent, Administrative Agent and Documentation Agent, and the definitions and provisions contained in such Credit Agreement relating thereto, and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the meanings assigned matters referred to such terms herein. 3. Based upon our review and examination described in paragraph 2 above, we certify, on behalf of Borrower, that as of the Credit Agreement. Borrower hereby gives you notice pursuant to Section 2.03 date hereof: (i) the representations and warranties contained in each of the Credit Agreement Documents are true, correct and complete in all material respects on and as of the Closing Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier is not applicable to any representations and warranties that it requests already are qualified or modified by materiality in the text thereof; and (ii) no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Borrowing Default. 4. Attached as Annex A hereto are true and complete (and, where applicable, executed and conformed) copies of Term Loans each of the Acquisition Documents, and we have reviewed the terms of each of such documents and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the matters referred to in paragraph 3. 5. Each Credit Party has requested Xxxxxx, Xxxxx & Xxxxxxx LLP and Kreis, Enderle, Xxxxxxx & Xxxxxx, P.C. to deliver to Administrative Agent and Lenders on the Closing Date favorable written opinions in form and substance reasonably satisfactory to the Administrative Agent and Arranger. 6. Attached hereto as Annex B are true, complete and correct copies of (a) the Historical Financial Statements, (b) any additional audited and unaudited financial statements for all recent, probable or pending acquisitions required to be disclosed to the holders of the Existing Notes and prepared in accordance with the Borrower’s historical methodology as posted to the holders of the Existing Notes on the Borrower’s web-site, including the Agreed Synergies and (c) pro forma consolidated and consolidating balance sheets of Borrower and its Subsidiaries as at the Closing Date, and reflecting the consummation of the Acquisition, the related financings and the other transactions contemplated by the Credit AgreementDocuments to occur on or prior to the Closing Date, which pro forma financial statements shall be prepared in accordance with the Borrower’s historical methodology as posted to the holders of the Existing Notes on the Borrower’s web-site, and in that connection sets forth below including the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9Agreed Synergies.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax transmission or other electronic mail transmission (e.g., “pdf’ or “tiff’) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. [***] Confidential treatment has been requested for the bracketed portions. The provisions confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. TO: Credit Suisse AG, Cayman Islands Branch, as Administrative Agent RE: Credit Agreement, dated as of Section 7.06 April 1, 2015, by and among Sunrun Inc. (“Counterparts; Effectiveness; Several AgreementSunrun”), Section 7.07 (“Severability”)a Delaware corporation, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by referenceAEE Solar, mutatis mutandisInc., a California corporation, Sunrun South LLC, a Delaware limited liability company, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC.Sunrun Installation Services Inc., a Delaware corporation (collectively, the “BorrowerBorrowers”), refers to the Guarantors, the Lenders, Credit Agreement dated Suisse AG, Cayman Islands Branch, as of September 22Administrative Agent, 2022 and Silicon Valley Bank, as Collateral Agent (as amended, modified, extended, restated, amended and restated, replaced or supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, the Lenders party thereto from time to time, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized ; capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms meaning set forth in the Credit Agreement) DATE: [Date] The undersigned Responsible Officer1 hereby certifies as of the date hereof that [he/she] is the [ ] of Sunrun, and that, as such, [he/she] is authorized to execute and deliver this Compliance Certificate (this “Certificate”) to the Administrative Agent on the behalf of Sunrun and the other Loan Parties, and that: 1. Borrower hereby gives you notice pursuant to The Loan Parties have delivered the year-end audited financial statements required by Section 2.03 6.01(a) of the Credit Agreement that it requests a Borrowing for the fiscal year of Term Loans under Sunrun ended as of the above date, together with the report and opinion of an independent certified public accountant required by Section 6.01(a) of the Credit Agreement. 1. The Loan Parties have delivered the unaudited financial statements required by Section 6.01(b)(i) of the Credit Agreement for the fiscal quarter of Sunrun ended as of the above date, which Consolidated financial statements fairly present the financial condition, results of operations, shareholders’ equity and cash flows of Sunrun in accordance with GAAP 1 This Certificate should be from the chief executive officer, chief financial officer, treasurer or controller of the Borrowers, as applicable. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. as of such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes and such consolidating statements are fairly stated in all material respects when considered in relation to the Consolidated financial statements of Sunrun. 2. The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under [his/her] supervision, a detailed review of the transactions and condition (financial or otherwise) of Sunrun and its Subsidiaries during the accounting period covered by such financial statements. 3. A review of the activities of Sunrun and its Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period Sunrun and each of the other Loan Parties performed and observed all their obligations under the Loan Documents, and in that connection sets forth below [to the terms on which best knowledge of the undersigned, during such Borrowing fiscal period each of the Loan Parties performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is requested continuing.] [to be made: (A) Date the best knowledge of Borrowing (which the undersigned, the following covenants or conditions have not been performed or observed and the following is a Business Day) September [●], 2022 (B) Principal Amount list of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period each such Default and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9its nature and status:]

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and permitted assigns. The provisions This Affiliated Lender Assignment and Assumption may be executed in any number of Section 7.06 (counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by facsimile or by email as a “Counterparts; Effectiveness; Several Agreement”).pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New York. Xxxxxxx Xxxxx Bank USA, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx 0000 Xxxxxxxxxx Xxxxx Xxxxxx, 00xx Floor New York, New York 10167 Xxxxx 00000 Attention: Middle Office DL Agency Operations Fax: (000) 000-0000 Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September xx-xxxxxx-Xxxxxxxxxxx@xx.xxx [●·] [·], 20226 20[·](14) Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers Reference is hereby made to the that certain First Lien Credit Agreement dated as of September 22May 14, 2022 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to timeand in effect on the date hereof, the “First Lien Credit Agreement”), by and among among, inter alios, Xxxxxxxx Intermediate, Inc., a Delaware corporation, as Holdings, Xxxxxxxx Corporation, a Delaware corporation, as the Top Borrower, and the other Borrowers party thereto, the Lenders party thereto from time to timetime party thereto, Ares Capital CorporationXxxxxxx Sachs Bank USA, in its capacities as Administrative Agent, the swingline lender and Ares Capital Management LLC, as Lead Arranger administrative agent and Bookrunnercollateral agent for the Lenders and Royal Bank of Canada as the issuing bank. Capitalized terms Terms defined in the First Lien Credit Agreement are used herein and not with the same meanings unless otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreementherein. Borrower The undersigned hereby gives you notice pursuant to Section 2.03 of the First Lien Credit Agreement that it requests a Borrowing of Term Loans the Borrowings under the First Lien Credit AgreementAgreement to be made on [·] [·], 20[·], and in that connection sets forth below the terms on which such Borrowing is the Borrowings are requested to be made: (A) Date of Borrowing (which is a Business Day) September Borrower [●]Xxxxxxxx Parent, 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (DInc.](15) [Interest Period and the last day thereof8] [ ] (EXxxxxxxx Corporation](16) Funds are requested to be disbursed to [Bluefin Tuna Merger Sub, Inc.](17) [iHealth Technologies, Inc.](18) [Bluefin Tuna Finance Sub 1, Inc.](19) [Xxxxxxxx International Holdings, Inc.](20) [Bluefin Tuna Finance Sub 2, Inc.](21) [Xxxxxxxx’s account as follows (Account No. [ ], LLC.](22)9

General Provisions. This Assignment and Assumption Acceptance shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Acceptance may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Acceptance by email or telecopy shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the parties hereto agree to such termslaw of the State of New York. Ares Capital Corporation JPMORGAN CHASE BANK, N.A., as Administrative Agent for under the Lenders Credit Agreement referred to below 000 Xxxx XxxxxxXxxxx X0 Xxxxxxx, 00xx Floor New York, New York 10167 XX 00000 Attention: Middle Office DL Xxxxxxx Xxxxxxx Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Xxxxxxx.Xxxxxxx@xxxxxxxx.xxx Xxx.xxxxxx.xxx@xxxxxxxx.xxx Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers Reference is hereby made to the Credit Agreement dated as of September 22August 16, 2022 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by among frontdoor, inc., a Delaware corporation (together with its successors and among Borrowerassigns, the Lenders party thereto “Borrower”), the several banks and other financial institutions from time to timetime parties thereto (the “Lenders”) and JPMorgan Chase Bank, Ares Capital CorporationN.A., as Administrative Agent, and Ares Capital Management LLCadministrative agent for the Lenders, as Lead Arranger collateral agent for the Secured Parties, as swing line lender and Bookrunneras issuing bank. Capitalized terms used herein and not Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings assigned given to such terms them in the Credit Agreement. This notice constitutes a Borrowing Request and the Borrower hereby gives you notice notice, pursuant to Section 2.03 subsection 2.3 of the Credit Agreement Agreement, that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which Borrower specifies the following information with respect to such Borrowing is requested to be madeBorrowing: (A) Aggregate principal amount of Borrowing:(1) $ (B) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000): (C) Type of Borrowing7 [ ]Borrowing:(2) (D) [Interest Period and the last day thereof8] [ ]Period:(3) (E) Funds Location and number of the Borrower’s account to which proceeds of the requested Borrowing are requested to be disbursed to Xxxxxxxx’s account as follows disbursed: [NAME OF BANK] (Account No.: )] (1) Must comply with subsection 2.3(b)(ii) of the Credit Agreement. (2) Specify ABR Borrowing, Eurodollar Borrowing or a combination thereof. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. (3) Applicable to Eurodollar Borrowings only. Shall be subject to the definition of “Interest Period” and can be a period of one, two, three or six months (or, with the consent of each Lender, 12 months). Cannot extend beyond the Maturity Date. If an Interest Period is not specified, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Very truly yours, [BORROWER], by Name: Title: Dated [ ](1) JPMORGAN CHASE BANK, N.A., as Issuing Bank and as Administrative Agent, under the Credit Agreement, dated as of August 16, 2018 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”)9, among frontdoor, inc., a Delaware corporation (together with its successors and assigns, the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as collateral agent for the Secured Parties (as defined therein), as swing line lender and as an issuing bank (in such capacity, an “Issuing Bank”). Issuing Bank: with a copy to:

General Provisions. This Assignment and Assumption Acceptance shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Acceptance may be executed in any number of Section 7.06 (“Counterpartscounterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance; Effectiveness; Several Agreement”)provided, Section 7.07 (“Severability”)however, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) that it shall be promptly followed by an original. This Assignment and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandisAcceptance shall be governed by, and construed in accordance with, the parties hereto agree to such termslaw of the State of New York. Ares Capital Corporation Xxxxx Fargo Bank, National Association as Administrative Agent for the Lenders referred to below 000 0000 Xxxx XxxxxxX.X. Xxxxxx Blvd. MAC D1109-019 Xxxxxxxxx, 00xx Floor New York, New York 10167 Xxxxx Xxxxxxxx 00000 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Securities Admin Services Analyst Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers Reference is made to the Amended and Restated Credit Agreement dated as of September 2230, 2022 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among CRESTWOOD MIDSTREAM PARTNERS LP, a limited partnership organized under the laws of Delaware (“Borrower”), the Lenders LENDERS party thereto from time to time, Ares Capital CorporationXXXXX FARGO BANK, NATIONAL ASSOCIATION (“Xxxxx Fargo”), as Administrative Agent, and Ares Capital Management LLCXxxxx Fargo, as Lead Arranger Collateral Agent, CITIBANK, N.A., BANK OF AMERICA, N.A. and BookrunnerJPMORGAN CHASE BANK, N.A., as Co-Syndication Agents and BARCLAYS BANK PLC, XXXXXX XXXXXXX SENIOR FUNDING, INC., RBC CAPITAL MARKETS and SUNTRUST BANK, as Co-Documentation Agents. Capitalized terms used herein and not otherwise Terms defined herein shall have the meanings assigned to such terms in the Credit Agreement are used herein with the same meanings. The undersigned, CRESTWOOD MIDSTREAM PARTNERS LP, refers to the Credit Agreement. Borrower , and hereby gives you notice that, pursuant to Section 2.03 2.11 of the Credit Agreement, the undersigned intends to make a prepayment of a Revolving Facility Borrowing in [ABR Loans or Eurodollar Loans], in the amount of $ (1). (1) Please provide reasonably detailed calculation of the amount of prepayment. Very truly yours, CRESTWOOD MIDSTREAM PARTNERS LP By: CRESTWOOD MIDSTREAM GP LLC, its General Partner By: Name: Title: Xxxxx Fargo Bank, National Association as Administrative Agent [and Issuing Bank] for the Lenders referred to below 0000 Xxxx X.X. Xxxxxx Blvd. MAC D1109-019 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Securities Admin Services Analyst Ladies and Gentlemen: Reference is made to the Amended and Restated Credit Agreement that it requests dated as of September 30, 2015 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CRESTWOOD MIDSTREAM PARTNERS LP, a limited partnership organized under the laws of Delaware (“Borrower”), the LENDERS party thereto from time to time, XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Xxxxx Fargo”), as Administrative Agent, Xxxxx Fargo, as Collateral Agent, CITIBANK, N.A., BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as Co-Syndication Agents and BARCLAYS BANK PLC, XXXXXX XXXXXXX SENIOR FUNDING, INC., RBC CAPITAL MARKETS and SUNTRUST BANK, as Co-Documentation Agents. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes a Borrowing Request of Term Loans the Borrower and the Borrower hereby requests Borrowings under the Credit Agreement, and in that connection sets forth below the terms on which Borrower specifies the following information with respect to such Borrowings requested hereby: For a Revolving Facility Borrowing is requested to be made:or issuance of Revolving Letter of Credit, (A) Borrower [and Name of Account Party](1): (B) Aggregate or Face Amount of Borrowing: $ (C) Date of Borrowing (which is shall be a Business Day): (D) September Type of Borrowing (ABR, Eurodollar, or Revolving Letter of Credit): (E) Interest Period (if a Eurodollar Borrowing):(2) (1) If Borrower requests that a letter of credit be issued on behalf of another Loan Party. (2) Which must comply with the definition of “Interest Period” and end not later than the Revolving Facility Maturity Date. (F) [●Location and number of the Borrower’s account or any other account agreed upon by the Administrative Agent] [Beneficiary (if a Revolving Letter of Credit)(3)], 2022: (G) Expiry date (if a Revolving Letter of Credit)(4): For a Borrowing of Incremental Term Loans, (A) Aggregate Amount of Borrowing: $ (B) Principal Amount Type of Borrowing $175,000,000(ABR or Eurodollar): (C) Type of Borrowing7 [ ]Interest Period (if a Eurodollar Borrowing):(5) (D) [Interest Period Location and number of the last day thereof8] [ ] (E) Funds are requested to be disbursed to XxxxxxxxBorrower’s account as follows (Account No. [ ])9or any other account agreed upon by the Administrative Agent:

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Acceptance and adoption of Process”) the terms of this Assignment and Section 7.10 (“Waiver Assumption by the Assignee and the Assignor by Electronic Signature or delivery of Jury Trial”) are incorporated herein an executed counterpart of a signature page of this Assignment and Assumption by reference, mutatis mutandisany Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree to such termslaw of the State of New York. Ares Capital Corporation Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersignedReference is made to that certain Amended and Restated Credit Agreement, TEMPUS LABSdated as of September 11, INC.2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), refers to Tupperware International Holdings B.V., a private limited liability company organized under the Credit Agreement dated as laws of September 22the Netherlands (the “Subsidiary Borrower”), 2022 (as amended, restated, amended and restated, supplemented or otherwise modified the Lenders from time to timetime party thereto, the “Credit Agreement”)and JPMorgan Chase Bank, by and among Borrower, the Lenders party thereto from time to time, Ares Capital CorporationN.A., as Administrative Agent, Swingline Lender and Ares Capital Management LLCIssuing Bank. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as Lead Arranger such, he/she is authorized to execute and Bookrunnerdeliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. Capitalized terms used herein Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and not otherwise defined herein shall have opinion of an independent certified public accountant required by such section. 2. Attached hereto as Schedule 2 is the meanings assigned attestation report required by Section 5.01(a) of the Agreement as to such terms in the Credit Agreement. Borrower hereby gives you notice Borrower's internal controls to the extent required pursuant to Section 2.03 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Credit Agreement that it requests for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a Borrowing detailed review of Term Loans the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements. 3. A review of the activities of the Borrower during such fiscal period has been made under the Credit Agreementsupervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and in that connection sets forth below [to the terms on which best knowledge of the undersigned during such Borrowing fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is requested to be made: (A) Date of Borrowing (which continuing.] [the following covenants or conditions have not been performed or observed and the following is a Business Day) September [●], 2022 (B) Principal Amount list of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period each such Default and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9its nature and status:]

General Provisions. This Assignment and Assumption shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by facsimile or other electronic transmission shall be as effective as delivery of Jury Trial”) are incorporated herein a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for law of the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor State of New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers to the Credit Agreement dated as of September 22, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, the Lenders party thereto from time to time, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. ** Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement dated as of March 30, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Sabre Inc. (the “Borrower”), Sabre Holdings Corporation (“Holdings”), Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”). Borrower hereby gives you notice pursuant to Section 2.03 NAME OF LENDER: CREDIT SUISSE DOLLAR SENIOR LOAN FUND, LTD. By: Credit Suisse Asset Management, LLC, as investment manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of the Credit Agreement that it requests a Borrowing Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) held by Converting Term Lender Principal Amount of Borrowing $175,000,000 Additional Term B Commitments Various $ 1,995,000.00 NAME OF LENDER: MADISON PARK FUNDING III, LTD. By: Credit Suisse Asset Management, LLC, as collateral manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 301,487.56 NAME OF LENDER: MADISON PARK FUNDING V, LTD. By: Credit Suisse Asset Management, LLC, as collateral manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 266,200.44 NAME OF LENDER: MADISON PARK FUNDING IV, LTD. By: Credit Suisse Asset Management, LLC, as collateral manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 1,496,250.00 NAME OF LENDER: MADISON PARK FUNDING VI, LTD. By: Credit Suisse Asset Management, LLC, as collateral manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 266,200.44 NAME OF LENDER: QUALCOMM GLOBAL TRADING PTE. LTD. By: Credit Suisse Asset Management, LLC, as investment manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 3,990,000.00 NAME OF LENDER: RAYTHEON MASTER PENSION TRUST By: Credit Suisse Asset Management, LLC, as investment manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 997,500.00 NAME OF LENDER: CSAM FUNDING III Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 454,501.58 NAME OF LENDER: MADISON PARK FUNDING II, LTD. By: Credit Suisse Asset Management, LLC, as collateral manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 393,783.34 NAME OF LENDER: APIDOS CLO X Executing as an CONVERTING LENDER: By: Its Collateral Manager CVC Credit Partners, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: MD/PM For any Lender requiring a second signature line: By: n/a Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments New Term Loan Extended $ 421,402.50 NAME OF LENDER: APIDOS CLO XI Executing as an CONVERTING LENDER: By: Its Collateral Manager CVC Credit Partners, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: MD/PM For any Lender requiring a second signature line: By: n/a Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments New Term Loan Extended $ 421,402.44 By: CypressTree Investment Management, LLC, its Collateral Manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Extended Term Loan $ 2,397,043.26 NAME OF LENDER: FLAGSHIP CLO III Executing as a CONSENTING NON-CONVERTING LENDER: By: Deutsche Investment Management Americas, Inc. (C) Type as successor in interest to Deutsche Asset Management, Inc.), As Collateral Manager By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Managing Director For any Lender requiring a second signature line: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director NAME OF LENDER: FLAGSHIP CLO IV Executing as a CONSENTING NON-CONVERTING LENDER: By: Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.), As Collateral Manager By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Managing Director For any Lender requiring a second signature line: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director NAME OF LENDER: FLAGSHIP CLO V Executing as an CONVERTING LENDER: By: Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.), As Collateral Manager By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Managing Director For any Lender requiring a second signature line: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director Class of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Term Loan Extended $ 4,712,500.01 NAME OF LENDER: FLAGSHIP CLO VI Executing as follows (Account No. [ ])9an CONVERTING LENDER: By: Deutsche Investment Management Americas, Inc. As Collateral Manager By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Managing Director For any Lender requiring a second signature line: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Term Loan Extended $ 4,712,500.01 By: Deerfield Capital Management LLC, its Collateral Manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Extended Term Loan $ 3,326,034.35 By: Deerfield Capital Management LLC, its Collateral Manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Extended Term Loan $ 4,038,155.41 By: Deerfield Capital Management LLC, its Collateral Manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Extended Term Loan $ 1,784,673.94 By: Deerfield Capital Management LLC, its Collateral Manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Extended Term Loan $ 3,266,489.37 By: Deerfield Capital Management LLC, its Collateral Manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Extended Term Loan $ 2,132,088.67 NAME OF LENDER: DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH Executing as an CONVERTING LENDER: By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Assistant Vice President For any Lender requiring a second signature line: By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Assistant Vice President Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Term Loans $ 28,385,252.41 Executing as an CONVERTING LENDER: By: Deutsche Investment Management Americas, Inc. Investment Advisor By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Managing Director For any Lender requiring a second signature line: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Term Loan Extended $ 12,897,368.42 Executing as an CONVERTING LENDER: By: Deutsche Investment Management Americas, Inc. As Collateral Manager By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Managing Director For any Lender requiring a second signature line: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Term Loan Extended $ 489,610.39 By: Xxxxx Xxxxx Management as Investment Advisor Executing as an CONVERTING LENDER: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments New Extended Initial TL $ 829,820.19 By: Silvermine Capital Management LLC As Portfolio Manager Executing as an CONVERTING LENDER: By: /s/ Xxxxx Xxxx-Xxxxxx Name: Xxxxx Xxxx-Xxxxxx Title: Analyst For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 5,259,273.48 NAME OF LENDER: ECP CLO 2012-4, LTD By: Silvermine Capital Management Executing as an CONVERTING LENDER: By: /s/ Xxxxx Xxxx-Xxxxxx Name: Xxxxx Xxxx-Xxxxxx Title: Analyst For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 1,832,980.60 By: Crescent Capital Group LP, its sub-adviser Executing as an CONVERTING LENDER: By: /s/ Meric Topbas Name: Meric Topbas Title: Senior Vice President By: /s/ G. Xxxxx Xxxxxx Name: G. Xxxxx Xxxxxx Title: Senior Vice President February 2012 August 2012 $ 698,250.00 NAME OF LENDER: Xxxxx Street CLO, Ltd. Executing as an CONVERTING LENDER: By: /s/ Xxxxx X’Xxxx Name: Xxxxx X’Xxxx Title: Portfolio Manager For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 3,394,447.53 NAME OF LENDER: Xxxxxxx Place CLO, Ltd. Executing as an CONVERTING LENDER: By: /s/ Xxxxx X’Xxxx Name: Xxxxx X’Xxxx Title: Portfolio Manager For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 1,445,424.84 NAME OF LENDER: Lime Street CLO, Ltd. Executing as an CONVERTING LENDER: By: /s/ Xxxxx X’Xxxx Name: Xxxxx X’Xxxx Title: Portfolio Manager For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 3,998,289.61

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by telecopy shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and the rights and obligations of the parties under this Assignment and Assumption shall be governed by, and construed and interpreted in accordance with, the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for law of the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, State of New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies without regard to principles of conflicts of laws to the extent that the same are not mandatorily applicable by statute and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers application of the laws of another jurisdiction would be required thereby. Reference is made to the Credit Agreement Agreement, dated as of September 22July 31, 2022 2008 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Explorer Investor Corporation, a Delaware corporation, Explorer Merger Sub Corporation, a Delaware corporation, Booz Xxxxx Xxxxxxxx Inc., a Delaware corporation (the “Borrower”), the Lenders party thereto several banks and other financial institutions or entities from time to timetime parties thereto, Ares Capital Credit Suisse, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent, Bank of America, N.A., as Syndication Agent, Xxxxxx Brothers Commercial Bank, C.I.T. Leasing Corporation and Sumitomo Mitsui Banking Corporation, as Administrative AgentDocumentation Agents, Credit Suisse, as Issuing Lender and Ares Capital Management Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Xxxxxx Brothers Inc. and Sumitomo Mitsui Banking Corporation, as Joint Lead Arranger Arrangers and BookrunnerJoint Bookrunners. Capitalized terms used herein and not Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings assigned given to such terms them in the Credit Agreement. Borrower hereby gives you notice (the “Non-US Lender”) is providing this certificate pursuant to Section 2.03 2.20(d) of the Credit Agreement that Agreement. The Non-US Lender hereby represents and warrants that: 1. The Non-US Lender is the sole record and beneficial owner of the Loans or the obligations evidenced by Note(s) in respect of which it requests is providing this certificate. 2. The income from the Loans held by the Non-US Lender is not effectively connected with the conduct of a Borrowing trade or business within the United States. 3. The Non-US Lender is not a “bank” as such term is used in Section 881(c)(3)(A) of Term Loans under the Credit AgreementCode. In this regard, the Non-US Lender further represents and in that connection sets forth below the terms on which such Borrowing is requested to be madewarrants that: (Aa) Date of Borrowing (which the Non-US Lender is not subject to regulatory or other legal requirements as a Business Day) September [●], 2022bank in any jurisdiction; and (Bb) Principal Amount the Non-US Lender has not been treated as a bank for purposes of Borrowing $175,000,000any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements. 4. The Non-US Lender is not a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code. 5. The Non-US Lender is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(B) of the Code. We have furnished you with a certificate of our non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this certificate, the Non-US Lender agrees that (C1) Type if the information provided on this certificate changes, the Non-US Lender shall inform the Borrower (for the benefit of Borrowing7 [ ] (D) [Interest Period the Borrower and the last day thereof8] [ ] Administrative Agent) in writing within 30 days of such change and (E2) Funds are requested the Non-US Lender shall furnish the Borrower (for the benefit of the Borrower and the Administrative Agent) a properly completed and currently effective certificate in either the calendar year in which payment is to be disbursed made by the Borrower to Xxxxxxxx’s account as follows (Account No. [ ])9the Non-US Lender, or in either of the two calendar years preceding such payment.

General Provisions. Time is of the essence with respect to each provision of this Agreement. This Assignment and Assumption Agreement shall be binding upon and inure to the benefit of the parties hereto of, and be binding on, Landlord and Tenant and their respective heirs, personal representatives, successors and assigns. The provisions This Agreement shall be governed by, and construed and interpreted in accordance with, the laws (excluding the choice of Section 7.06 laws rules) of the state of Colorado. This Agreement may be executed in any number of duplicate originals or counterparts, each of which when so executed shall constitute in the aggregate but one and the same document. Each individual executing this Agreement represents and warrants that such individual has been duly authorized to execute and deliver this Agreement in the capacity and for the entity set forth where he signs. LANDLORD AND TENANT have executed this Agreement on the respective dates set forth below, to be effective as of the date first set forth above. REEF FLATIRON LLCa Washington limited liability company By: Washington Capital Management, Inc. Its: Manager By: /s/ Xxxxx Xxxx Xxxxx Xxxx Its: Asset Manager Date 6/20/2016 BLUE CANYON TECHNOLOGIES LLCa Colorado limited liability company By /s/ Xxxxxxx X Xxxxxxx Xxxxxxx X. Xxxxxxx Print or Type Name of Signatory Its Coo Date 6/13/16 [Information included in this Schedule has been omitted in accordance with Item 601(a)(5) of Regulation S-K] [Information included in this Schedule has been omitted in accordance with Item 601(a)(5) of Regulation S-K] THIS CONSENT TO SUBLEASE (this “Consent”) is executed as of June 5, 2018 by REEF FLATIRON LLC, a Washington limited liability company (“Counterparts; Effectiveness; Several AgreementLandlord”). Landlord and BLUE CANYON TECHNOLOGIES LLC, a Colorado limited liability company (“Tenant”) are parties to the Lease dated January 17, 2014, as amended (the “Master Lease”), Section 7.07 respecting the Premises therein described. Tenant desires to sublease all of the Premises (the “Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of ProcessSublease Premises”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABSCWB HOLDINGS, INC., a Delaware Colorado corporation (“Subtenant”) in accordance with the terms of the foregoing, attached Sublease (the “BorrowerSublease”), refers . Tenant and Subtenant request Landlord’s consent to the Credit Agreement dated as of September 22, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, the Lenders party thereto from time to time, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and BookrunnerSublease. Capitalized terms used herein and which are not otherwise defined herein shall have the meanings assigned to such terms definitions contained in the Credit Agreement. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9Master Lease.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”)which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by, Section 7.09 (“Governing Law; Jurisdiction; Consent the law of the State of New York without regard to Service conflicts of Process”) and Section 7.10 (“Waiver principles of Jury Trial”) are incorporated herein by referencelaw that would require the application of the laws of another jurisdiction. Credit Suisse AG, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxxbelow, 00xx Floor New York00 Xxxxxxx Xxxxxx Xxx Xxxx, New York 10167 XX 00000 Attention: Middle Office DL Email[ ] Re: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●]New Development Holdings, 20226 LLC Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers Reference is made to the Credit Agreement dated as of September 22June [ ], 2022 2010 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, the Lenders party thereto from time to time, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized ; capitalized terms used herein and but not otherwise defined herein shall have the meanings assigned meaning given to such terms them in the Credit Agreement) among New Development Holdings, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiary Guarantors, the Lenders, Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as joint lead arrangers and joint book runners, the other agents party thereto, and Credit Suisse AG, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and collateral agent for the Secured Parties and as Issuing Bank. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Class of Borrowing [Revolving Borrowing] [Term Borrowing] (B) Principal amount of Borrowing6 (C) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ]) (D) Type of Borrowing [ABR] [Eurodollar] (E) Interest Period and the last day thereof8] [ ]thereof7 6 ABR and Eurodollar Loans must be in an aggregate principal amount that is (i) an integral multiple of $1,000,000 and not less than $5,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. 7 Shall be subject to the definition of “Interest Period” in the Credit Agreement. (EF) Funds are requested to be disbursed to XxxxxxxxBorrower’s account as follows with Credit Suisse AG, (Account No. [ ). Borrower hereby represents and warrants that the conditions to lending specified in Sections 4.01(b), (c) and (d) of the Credit Agreement are satisfied as of the date hereof. NEW DEVELOPMENT HOLDINGS, LLC By: Name: Title: [Responsible Officer])9

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by telecopy shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree to such termslaw of the State of New York. Ares Capital Corporation Key Bank, National Association, as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxxxx Xxxxxx Xxxxxx, 00xx Floor New YorkXX 00000 Attn: Xx. Xxxxxxxxxxx Xxxx RE: MVP Real Estate Holdings, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●]LLC, 20226 MVP REIT II Operating Partnership, LP, and certain of their Subsidiaries Compliance Certificate for _________________________ through __________________________ Dear Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers This Compliance Certificate is made with reference to the that certain Credit Agreement dated as of September 22[___], 2022 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “"Credit Agreement”"), by among MVP Real Estate Holdings, LLC, MVP REIT II Operating Partnership, LP, and among Borrowercertain of their Subsidiaries, as borrowers (collectively, the Lenders "Borrower"), the financial institutions party thereto from time to timethereto, Ares Capital Corporationas lenders, and KeyBank, National Association, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized All capitalized terms used herein in this Compliance Certificate (including any attachments hereto) and not otherwise defined herein in this Compliance Certificate shall have the meanings assigned to set forth for such terms in the Credit Agreement. Borrower All Section references herein shall refer to the Credit Agreement. I hereby gives you notice pursuant to Section 2.03 certify that I am the Chief Financial Officer of MVP Real Estate Holdings, LLC and MVP REIT II Operating Partnership, LP, and that I make this Certificate on behalf of the Credit Agreement that it requests a Borrowing Borrower. I further represent and certify on behalf of Term Loans under the Borrower as follows as of the date of this Compliance Certificate: 1. Pursuant to the Credit Agreement, the Credit Parties are furnishing to you herewith (or have most recently furnished to you) the consolidated financial statements of each Parent for the most recently available [fiscal quarter][fiscal year] (the "Reporting Period"). Such financial statements have been prepared in accordance with GAAP and present fairly the consolidated financial position in that connection sets forth below all material respects of each Parent and its Subsidiaries at the date thereof and the results of its operations for the periods covered thereby. 2. I have reviewed the terms on which such Borrowing is requested of the Loan Documents and have made, or have caused to be made: (A) Date made under my supervision, a review in reasonable detail of Borrowing (which is a Business Day) September [●the transactions and consolidated and consolidating financial condition of the Borrower and its Subsidiaries, during the Reporting Period covered by the financial reports delivered simultaneous herewith pursuant to Section 5.01[(a)][(b)], 2022 and that such review has not disclosed the existence during or at the end of such Reporting Period (Band that I do not have knowledge of the existence as at the date hereof) Principal Amount of Borrowing $175,000,000 any condition or event which constitutes a Default or Event of Default. (C) Type Note: If the signer does have knowledge of Borrowing7 [ ] (D) [Interest Period any Default or Event of Default, the form of certificate should be revised to specify the Default or Event of Default, the nature thereof and the last day thereof8] [ ] (E) Funds are requested actions taken, being taken or proposed to be disbursed to Xxxxxxxx’s account as follows (Account Notaken by the Borrower with respect thereto.) 3. [ ])9Neither the Borrower, Guarantor or any Subsidiary thereof has defaulted under any recourse Indebtedness under which it is obligated.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York without reference to its conflict of laws other than Section 5-1401 of the New York General Obligations Law. [***] Confidential treatment has been requested for the bracketed portions. The provisions confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Exhibit B-7 Exhibits to TLA Credit Agreement See attached. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. ACCOUNT PARTY: Sunrun Aurora Portfolio 2014-A, LLC 000 Xxxxxx Xx., 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attn: General Counsel BENEFICIARY: OneWest Bank N.A. as Collateral Agent 0000 Xxxxxxxx Xxx., Xxxxx 000 Xxxxx Xxxxxx, XX 00000 Attn: Xxxxxxx Xxxx / Xxxxxxx Xxxxx Dear Beneficiary: At the request of Section 7.06 and for the account of Sunrun Aurora Portfolio 2014-A, LLC, a Delaware limited liability company (“Counterparts; Effectiveness; Several AgreementAccount Party”), Section 7.07 we, KeyBank National Association (“SeverabilityKeyBank”), Section 7.09 (“Governing Law; Jurisdiction; Consent hereby establish in your favor, pursuant to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by referencethat certain Credit Agreement, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers to the Credit Agreement dated as of September 22December 31, 2022 2014 (as amended, restated, amended and restated, or otherwise modified, supplemented or otherwise modified from time to timereplaced, the “Credit Agreement”), by and among Borrowerthe Account Party, the Lenders party thereto financial institutions from time to timetime party thereto as lenders (collectively, Ares Capital Corporationthe “Lenders”), and Investec Bank plc, as Administrative Agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”), and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the our Irrevocable Transferable Standby Letter of Credit Agreement. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ]] (this “Letter of Credit”) whereby, subject to the terms and conditions contained herein, you are hereby irrevocably authorized to draw on KeyBank National Association, by your draft or drafts at sight, up to an aggregate amount not to exceed the Dollar amount for the relevant time period set forth on Schedule 1 hereto, which amount shall not exceed $7,900,000.00 (Seven Million Nine Hundred Thousand and 00/100 United States Dollars) (such amount, as it may be reduced in accordance with the terms hereof, the “Stated Amount”)9. This Letter of Credit shall be effective immediately and shall expire on the Expiration Date (as hereinafter defined). Partial drawings on this Letter of Credit are permitted up to the Stated Amount available for drawing for the relevant period as set forth on Schedule 1, attached hereto. The Stated Amount available for drawing under this Letter of Credit shall be immediately reduced by the amount of any paid drawing hereunder. You may draw upon this Letter of Credit at any time on or prior to the Expiration Date by presenting (a) a sight draft in the form of Exhibit A (a “Sight Draft”), appropriately completed and executed by your authorized officer and (b) a certificate in the form of Exhibit B (a “Certificate”), appropriately completed and executed by your authorized officer. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Presentation of any Sight Draft and Certificate shall be made at our office located at KeyBank National Association, Standby Letter of Credit Services, Mail Code: OH-01-49-1003, 0000 Xxxxxxxx Xxxx, Cleveland, Ohio 44144-2302. We hereby agree with you that any Sight Draft and Certificate drawn under and in compliance with the terms of this Letter of Credit shall be duly honored by us upon delivery, if presented on or before our close of business on the Expiration Date at our office specified above. Provided that a compliant drawing is presented by 12:00 p.m., Eastern Standard time, on any Business Day, payment shall be made to you of the amount specified in the applicable Sight Draft, not to exceed the Stated Amount, in immediately available funds, not later than 11:00 a.m., Eastern Standard time, on the second following Business Day. A compliant drawing presented after 12:00 p.m, Eastern Standard time on any Business Day, will be paid on the third following Business Day.

General Provisions. This Assignment and Assumption Acceptance shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. Each party hereto acknowledges and agrees that the Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with Section 7.06 9.04(k)(iv) or any purported assignment exceeding the Affiliated Lender Cap (“Counterpartsit being understood and agreed that the Affiliated Lender Cap is intended to apply to any Loans made available to Affiliated Lenders by means other than formal assignment (e.g., as a result of an acquisition of another Lender (other than any Debt Fund Affiliate) by any Affiliated Lender or the provision of Incremental Term Loans by any Affiliated Lender); Effectiveness; Several Agreement”provided, further, that to the extent that any assignment to any Affiliated Lender would result in the aggregate principal amount of all Term Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap (after giving effect to any substantially simultaneous cancellations thereof), Section 7.07 (“Severability”)the assignment of the relevant excess amount shall be null and void. Deutsche Bank AG New York Branch, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below Loan Operations 0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxx XxxxxxXxxxxxxxxxxx, 00xx Floor New YorkXX 00000 Xxxxxx Xxxx, New York 10167 AttentionXX 00000-0000 ATTN: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Loan Operations xx.xxxxxxxxxxxxxxx@xx.xxx Ladies and Gentlemen: The undersigned, TEMPUS LABSCeridian HCM Holding Inc., INC., a Delaware corporation (the “Borrower”), as Borrower refers to the Credit Agreement dated as of September 22November 14, 2022 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Lenders party thereto lenders from time to timetime party thereto (the “Lenders”), Ares Capital CorporationDeutsche Bank AG New York Branch, as Administrative Agent, Agent and Ares Capital Management LLC, as Lead Arranger Collateral Agent (such terms and Bookrunner. Capitalized terms each other capitalized term used herein and but not otherwise defined herein shall have having the meanings assigned to such terms meaning given it in Article I of the Credit Agreement), Deutsche Bank AG Canada Branch, as Canadian Sub-Agent and the other agents party thereto. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection with such borrowing sets forth below the terms on which such the Borrowing is requested to be made: (A) Date Class of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9Borrowing:2

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”)which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by referenceAND CONSTRUED IN ACCORDANCE WITH, mutatis mutandisTHE LAW OF THE STATE OF NEW YORK. Xxxxxx Xxxxxxx Senior Funding, and the parties hereto agree to such terms. Ares Capital Corporation Inc., as Administrative Agent for the Lenders party to the Credit Agreement referred to below 000 0 Xxxxxxxxxx Xxxxx 0xx Xxxxx Xxxxxxxx, Xxx Xxxx Xxxxxx, 00xx Floor New York, New York 10167 00000 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Agency Team Ladies and Gentlemen: The undersigned, TEMPUS LABSFitBit, INC., a Delaware corporation Inc. (the “Borrower”), refers to the Revolving Credit Agreement and Guaranty Agreement, dated as of September 22August 13, 2022 2014 (as it may be amended, restated, amended and restated, modified, extended and/or supplemented or otherwise modified from time to time, the “Credit Agreement”,” the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Borrower, the Guarantors party thereto, the Lenders party thereto from time to time(each a “Lender” and collectively, Ares Capital Corporationthe “Lenders”), Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Collateral Agent, and Ares Capital Management LLCthe other agents named therein, Xxxxxx Xxxxxxx Bank, N.A., as Lead Arranger Issuing Bank and Bookrunner. Capitalized terms used herein Swing Line Lender, and not otherwise defined herein shall have you, as the meanings assigned Administrative Agent for the Lenders, and hereby gives you notice, irrevocably, pursuant to such terms in Section 2.5 of the Credit Agreement. Borrower , that the undersigned hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.5 of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is requested , 20 .3 (ii) The aggregate principal amount of the Proposed Borrowing is [—]4. (iii) The Proposed Borrowing is to consist of [ABR Loans] [Eurodollar Loans]. (iv) The initial Interest Period for the Proposed Borrowing is [one/two/three/six months].] (v) The location and number of the account or accounts to which funds are to be madedisbursed is as follows: [Insert location and number of the account(s)] 3 Shall be a Business Day at least one Business Day in the case of ABR Loans and at least three Business Days in the case of Eurodollar Loans, in each case, after the date hereof, provided that any such notice shall be deemed to have been given on a certain day only if given before 12 Noon (New York City time) in the case of ABR Loans or before 11:00 a.m. (New York City time) in the case of Eurodollar Loans, on such day. 4 Such amount to be stated in Dollars. The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing: (A) Date the representations and warranties of the Borrower set forth in the Credit Agreement and in the other Loan Documents are and will be true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct in all respects) on and as of the date of the Proposed Borrowing, except that (i) for purposes of this Borrowing Request, the representations and warranties contained in Section 3.4(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.1 of the Credit Agreement and (ii) to the extent that such representations and warranties specifically refer to an earlier date, they were true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which is a Business Daycase, such representations and warranties shall be true and correct in all respects) September [●], 2022as of such earlier date; (B) Principal Amount at the time of Borrowing $175,000,000and immediately after giving effect to the Proposed Borrowing, no Default or Event of Default has occurred and is continuing; and (C) Type after giving effect to such Proposed Borrowing, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of Borrowing7 [ ] (D) [Interest Period and the last day thereof8of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1 of the Credit Agreement shall not exceed the maximum Consolidated Total Leverage Ratio permitted under Section 6.12 of the Credit Agreement for such period. The Borrower has caused this Borrowing Request to be executed and delivered by its duly authorized officer as of the date first written above. Very truly yours, FITBIT, INC. By: Name: Title: Reference is made to the Revolving Credit and Guaranty Agreement, dated as of August 13, 2014 (as it may be amended, restated, amended and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among FitBit, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto (the “Lenders”), Xxxxxx Xxxxxxx Senior Funding, Inc., as the Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent, the other agents named therein and Xxxxxx Xxxxxxx Bank, N.A., as Issuing Bank and Swing Line Lender. Pursuant to Section 2.4 of the Credit Agreement, the Borrower desires a Letter of Credit to be issued in accordance with the terms and conditions of the Credit Agreement on [—] (the “Credit Date”) in an aggregate face amount of $[ , , ]. Attached hereto for each such Letter of Credit are the following: (Ea) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9the stated amount of such Letter of Credit;

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 counterparts (“Counterparts; Effectiveness; Several Agreement”and by different parties hereto on different counterparts), Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by facsimile or other electronic image scan transmission shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree to such termslaws of the State of New York. Ares Capital Corporation Citibank, N.A. as Administrative Agent for under the Lenders Credit Agreement referred to below 0000 Xxxxx Xxxx, Building #2 New Castle, Delaware 19720 Attention: Xxxxxxx Xxxxxx 000 Xxxx Xxxxxx, 00xx Floor New YorkXxxxx 0000 Xxxxxxx, New York 10167 Xxxxx 00000 Attention: Middle Office DL EmailXxxxxxx Xxxxxx , 20 Re: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation MPLX OPERATIONS LLC (the “Borrower”), refers ) Reference is made to the Revolving Credit Agreement Agreement, dated as of September 2214, 2022 2012 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, MPLX LP, a Delaware limited partnership, as Parent Guarantor, the Lenders party parties thereto from time to timeand Citibank, Ares Capital CorporationN.A., as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms are used herein as defined in the Credit Agreement. The Borrower hereby gives you notice notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement that it the Borrower hereby requests a Borrowing of Term Revolving Loans under the Credit Agreement and, in that connection, sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.03 of the Credit Agreement: (a) the aggregate principal amount of the Proposed Borrowing is $ ;1 (b) the date of the Proposed Borrowing is , 20 (the “Funding Date”);2 (c) the Proposed Borrowing is [an ABR Revolving Borrowing] [a Eurodollar Revolving Borrowing]; (d) [such Eurodollar Revolving Borrowing shall have an initial Interest Period of [one] [two] [three] [six] month[s];] and (e) the funds of the Proposed Borrowing are to be disbursed to [Account Name and Number]. 3 1 For any Eurodollar Revolving Borrowing, such Proposed Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. For an ABR Revolving Borrowing, such Proposed Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000, except as permitted by Section 2.02(c) of the Credit Agreement. 2 Such Funding Date must be a Business Day. The undersigned hereby certifies as follows: (a) the representations and warranties of the Loan Parties set forth in the Credit Agreement (other than, if the Funding Date is after the Closing Date, representations and warranties in Section 3.04(c), Section 3.05, Section 3.06(a), Section 3.12(a), Section 3.13, Section 3.14 and Section 3.15 of the Credit Agreement) and the other Loan Documents are true and correct in all material respects on and as of the Funding Date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the Funding Date such representations and warranties continue to be true and correct in all material respects as of such specified earlier date; provided that in each case, such materiality qualifier is not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (b) at the time of and immediately after giving effect to the Proposed Borrowing on the Funding Date, no Default has occurred and is continuing. By: Name: Title: 3 In the case of an ABR Revolving Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) of the Credit Agreement, identify the Issuing Bank that has made such LC Disbursement. Citibank, N.A. as Administrative Agent under the Credit Agreement referred to below 0000 Xxxxx Xxxx, Building #2 New Castle, Delaware 19720 Attention: Xxxxxxx Xxxxxx 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: Xxxxxxx Xxxxxx , 20 Re: MPLX OPERATIONS LLC (the “Borrower”) Reference is made to the Revolving Credit Agreement, dated as of September 14, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, MPLX LP, a Delaware limited partnership, as Parent Guarantor, the Lenders parties thereto and Citibank, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement. The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.07 of the Credit Agreement that it elects to [continue the Borrowing listed below, or a portion thereof as described below] [convert the Borrowing listed below, or a portion thereof as described below, to a different Type], and in that connection sets forth below the terms on which such Borrowing [conversion] [continuation] is requested to be made:. The applicable Borrowing is a Borrowing of $ in principal amount of presently outstanding Revolving Loans that are [ABR Loans] [Eurodollar Loans having an Interest Period ending on , 20 ]. (A) Date a. The amount of the Borrowing to which this Interest Election Request applies:1 b. The effective date of the election (which is a Business Day) September [●], 2022): (B) Principal Amount c. Type of Borrowing $175,000,000following [conversion] [continuation]: [ABR Revolving Borrowing] [Eurodollar Revolving Borrowing] 1 If different options are being elected with respect to different portions of such Borrowing, specify the portions thereof to be allocated to each resulting Borrowing and specify the information requested in clauses (b), (c) and (d) for each resulting Borrowing. (C) Type of Borrowing7 [ ] (D) [d. Interest Period and the last day thereof8thereof:2 [one] [two] [three] [six] month[s] By: Name: Title: 2 For Eurodollar Revolving Borrowings only. Shall be subject to the definition of “Interest Period” in the Credit Agreement. Lender: [NAME OF LENDER] New York, New York [ ] , 20[ ] FOR VALUE RECEIVED, the undersigned, MPLX OPERATIONS LLC, a Delaware limited liability company (Ethe “Borrower”), hereby promises to pay to the order of the Lender set forth above (the “Lender”) Funds the principal amount equal to the Commitment of such Lender to make Revolving Loans under the Credit Agreement, or such lesser amount as shall equal the aggregate unpaid principal amount of all Revolving Loans (as defined in the Credit Agreement referred to below) of the Lender to the Borrower, payable at such times, and in such amounts, as are requested specified in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan from the date such Revolving Loan is made until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest payable to the Lender under this Note shall be disbursed payable in dollars (as defined in the Credit Agreement referred to Xxxxxxxx’s below) to the Administrative Agent to such account as follows it may specify from time to time pursuant to the Credit Agreement, in immediately available funds. This Note is issued pursuant to, governed by and is entitled to the benefits of, the Revolving Credit Agreement, dated as of September 14, 2012 (Account Noas amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, MPLX LP, a Delaware limited partnership, as Parent Guarantor, the Lenders parties thereto and Citibank, N.A., as Administrative Agent. [ ])9Capitalized terms used herein and not defined herein are used herein as defined in the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions therein specified. Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Borrower. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions of Section 7.06 This Assignment and Assumption may be executed in counterparts (“Counterparts; Effectiveness; Several Agreement”and by different parties hereto on different counterparts), Section 7.07 (“Severability”)each of which shall constitute an original, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service but all of Process”) which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by facsimile or other electronic imaging shall be effective as delivery of Jury Trial”) are incorporated herein a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by referencethe law of the State of New York. JPMorgan Chase Bank, mutatis mutandisN.A., and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below Loan and Agency Services Group 000 Xxxxxxx Xxxxxxxxxx Xxxx Newark, DE 19713 Attention: Xxxxxxx Xxxxxx Fax: (000) 000-0000 Copy to: JPMorgan Chase Bank, N.A., as Administrative Agent 000 Xxxxxxx Xxxxxx, 00xx Floor New YorkXxxxx Xxx Xxxx, New York 10167 XX 00000 Attention: Middle Office DL EmailXxx X. Xxxxx Fax: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 (000) 000-0000 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers Reference is made to the Credit Agreement dated as of September 22February 7, 2022 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among XxxxxxXxxxxx.xxx, LLC (the “Borrower”), SurveyMonkey Inc. (“Holdings”), the Lenders party thereto from time to timetime party thereto and JPMorgan Chase Bank, Ares Capital CorporationN.A., as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and but not otherwise defined herein shall have the meanings assigned to such terms specified in the Credit Agreement. This notice constitutes a Borrowing Request and the Borrower hereby gives you notice notice, pursuant to Section 2.03 [2.03] [2.04] of the Credit Agreement Agreement, that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below therewith specifies the terms on which following information with respect to such Borrowing is requested to be madeBorrowing: (A) Class of Borrowing:1 (B) Aggregate principal amount of Borrowing:2 $ (C) Date of Borrowing (which is a Business Day): 1 Specify Term Borrowing, Revolving Borrowing, Swingline Borrowing or Incremental Term Borrowing, and if an Incremental Term Borrowing, specify the Series. 2 Must comply with Sections 2.02(c) September [●]and 2.04(a) of the Credit Agreement, 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ]as applicable (D) [Type of Borrowing:3 (E) If Eurocurrency Borrowing, Interest Period and the last day thereof8] [ ]thereof:4 (EF) Funds Location and number of the account or accounts to which proceeds of the requested Borrowing are requested to be disbursed to Xxxxxxxx’s account as follows disbursed: [Name of Bank] (Account No.: ) [Issuing Bank to which proceeds of the requested Borrowing are to be disbursed: ]5 The Borrower hereby certifies that the conditions specified in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement have been satisfied and that, immediately after giving effect to the Borrowing requested hereby, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b) of the Credit Agreement. [ ]Very truly yours, XXXXXXXXXXXX.XXX, LLC, By: Name: Title: 3 Specify ABR Borrowing or Eurocurrency Borrowing. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. 4 Shall be subject to the definition of “Interest Period” and can be a period of one, two, three or six months (or, if agreed to by each Lender participating in the requested Borrowing, nine or twelve months)9. If an Interest Period is not specified, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. 5 Specify only in the case of an ABR Revolving Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f) of the Credit Agreement.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and permitted assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or by email as a “Counterparts; Effectiveness; Several Agreement”), Section 7.07 (.pdf’ or “Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service .tiff’ attachment shall be effective as delivery of Process”) a manually executed counterpart of this Assignment and Section 7.10 (“Waiver Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws of Jury Trial”) are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor State of New York. The Administrative Agent, New York 10167 Attentionacting as a non-fiduciary agent of the US Borrower, shall record this Assignment and Assumption in the Register as of the Effective Date. Bank of America, N.A. Four Penn Center 1000 XXX Xxxx. Xxxxxxxxxxxx, XX 00000 Attn: Middle Office DL Cxxxxxx Xxxxx Facsimile: 200-000-0000 Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September Cxxxxxx.xxxxxxxxx@xxxx.xxx [●] [●], 20226 20[●]10 Ladies and Gentlemen: The undersignedReference is hereby made to that certain ABL Credit Agreement, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers to the Credit Agreement dated as of September 22August 4, 2022 2017 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to timetime and in effect on the date hereof, the “Credit Agreement”), by and among BorrowerHayward Industries, Inc., a New Jersey corporation (as survivor of the Lenders party thereto from time to time, Ares Capital Corporation, Merger (as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement) with Hayward Acquisition Corp., a New Jersey corporation) (the “US Borrower”), Hayward Pool Products Canada, Inc. / Produits De Piscines Hayward Canada, Inc., a Canadian federal corporation (the “Canadian Borrower”), Hayward Intermediate, Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto including, Bank of America, N.A. in its capacities as administrative agent and collateral agent (the “Administrative Agent”). Borrower The undersigned hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans the Borrowings under the Credit AgreementAgreement to be made on [●] [●], 20[●], and in that connection sets forth below the terms on which such Borrowing is the Borrowings are requested to be made: (A) Borrower [●] 10 For Borrowings after the Closing Date, must be in writing, which must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tiff”)) not later than (i) 2:00 p.m. three (3) Business Days prior to the requested day of any Borrowing of LIBO Rate Revolving Loans or CDOR Revolving Loans (or two Business Days in the case of any Borrowing of LIBO Rate Revolving Loans denominated in Dollars to be made on the Closing Date), (ii) four (4) Business days prior to the requested day of any Borrowing of LIBO Rate Revolving Loans denominated in a currency other than Dollars (or one Business Day in the case of any Borrowing of LIBO Rate Revolving Loans denominated in a currency other than Dollars to be made on the Closing Date) or (iii) by 12:00 p.m. (Noon) on the requested date of any Borrowing of ABR Revolving Loans, Canadian Base Rate Revolving Loans or Canadian Prime Rate Revolving Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request LIBO Rate Revolving Loans or CDOR Revolving Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the applicable Borrower (or the Lead Borrower on its behalf) must be received by the Administrative Agent not later than 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing (or such later time as shall be reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, the Administrative Agent shall notify the applicable Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. (B) Date of Borrowing (which is shall be a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type Aggregate Amount of Borrowing7 [ Borrowing11 $[●] (D) Currency of Borrowing [Interest Period and the last day thereof8] [ ●] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows Type of Borrowing12 [●] (F) Class of Borrowing [●] (G) Interest Period13 (in the case [●] of a LIBO Rate Borrowing or CDOR Borrowing) (H) Amount, Account Number and Location Amount $[●] Bank: [●] ABA No.: [●] Account No.: [●] Account Name: [●] [The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Requested Borrowing: (A) The representations and warranties of the Loan Parties set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of the Borrowing with the same effect as though such representations and warranties had been made on and as of the date of such Borrowing; provided that (A) to the extent that any representation and warranty specifically refers to a given date or period, it is true and correct in all material respects as of such date or for such period and (B) if any such representation is qualified by or subject to a Material Adverse Effect or other “materiality” qualification, such representation is true and correct (after giving effect to any qualification therein) in all respects on such date. (B) At the time of and immediately after giving effect to the Borrowing, no Default or Event of Default exists.]14 11 Subject to Section 2.02(c) of the Credit Agreement. [ ])912 State whether a LIBO Rate Borrowing, ABR Borrowing CDOR Borrowing or Canadian Prime Rate Borrowing. If, with respect to Revolving Loans denominated in Canadian Dollars, no Type of Borrowing is specified, then the requested Borrowing shall be a Canadian Prime Rate Borrowing. If, with respect to Revolving Loans denominated in Dollars, no Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and permitted assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”)which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New York. JPMorgan Chase Bank, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation N.A. as Administrative Agent for the Lenders referred to below 000 Xxxx XxxxxxXxxxxxx Xxxxxx Xxx Xxxx, 00xx Floor New York, New York 10167 AttentionXX 00000 Attn: Middle Office DL Tel: Fax: Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersignedReference is hereby made to that certain Term Loan Credit Agreement, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers to the Credit Agreement dated as of September 22August 9, 2022 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to timeand in effect on the date hereof, the “Credit Agreement”), by and among Borroweramong, inter alios, Xxxxxx Mortgage Trust, Inc., a Maryland corporation, the Lenders party thereto from time to timetime party thereto and JPMorgan Chase Bank, Ares Capital CorporationN.A., in its capacities as Administrative Agent, administrative agent and Ares Capital Management LLC, as Lead Arranger and Bookrunnercollateral agent. Capitalized terms used herein and not otherwise Terms defined herein shall have the meanings assigned to such terms in the Credit AgreementAgreement are used herein with the same meanings unless otherwise defined herein. Borrower The undersigned hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans Borrowings under the Credit AgreementAgreement to be made on [●] [●], 20[●], and in that connection sets forth below the terms on which such Borrowing is Borrowings are requested to be made: (A) Borrower Xxxxxx Mortgage Trust, Inc. 10 The Administrative Agent must be notified in writing. Such notice must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Loans (or one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 1:00 p.m. on the requested date of any Borrowing of ABR Loans (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 noon three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. (B) Date of Borrowing (which is shall be a Business Day) September [●] [●], 2022 (B) Principal Amount of Borrowing $175,000,00020[●] (C) Type Aggregate Amount of Borrowing7 [ Borrowing11 $[●] (D) Type of Borrowing12 [Interest Period and the last day thereof8] [ ●] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows Class of Borrowing [●] (F) Interest Period13 (in the case of a LIBO Rate Borrowing) [●] (G) Amount, Account Number and Location Amount $ [●] Bank: [●] ABA No.: [●] Account No.: [●] Account Name: [●] 11 Subject to Section 2.02(c) of Credit Agreement. [ ])912 State whether a LIBO Rate Borrowing or ABR Borrowing. If no Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. [Effective Date] To: Each of the parties to the Amended and Restated Five Year Credit Agreement dated as of June 18, 2018 (the “Counterparts; Effectiveness; Several Credit Agreement”) by and among ManpowerGroup Inc., the banks, financial institutions and other institutional lenders listed on the signature pages thereof as lenders (the “Initial Lenders”), Section 7.07 the banks listed on the signature pages thereof as issuing banks (the “SeverabilityInitial Issuing Banks”), Section 7.09 (and together with the Initial Lenders, the “Governing Law; Jurisdiction; Consent to Service of ProcessInitial Lender Parties”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by referenceCitibank, mutatis mutandisN.A., and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Lender Parties (the “Agent”). Dear Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation We have acted as counsel for ManpowerGroup Inc. (the “Borrower”), refers to ) in connection with the execution and delivery by the Borrower of the Credit Agreement and the Notes dated June 18, 2018 executed by the Borrower in favor of each Lender which has requested a Note. This opinion is provided to you at the request of the Borrower pursuant to Section 3.01(h)(iv) of the Credit Agreement. The Credit Agreement, together with the Notes, are sometimes referred to herein collectively as of September 22, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)Transaction Documents.” Except as otherwise indicated herein, by and among Borrower, the Lenders party thereto from time to time, Ares Capital Corporation, capitalized terms in this opinion are used as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. As counsel for the Borrower, we have examined: (1) The Transaction Documents. (2) The documents furnished by the Borrower hereby gives you notice pursuant to Section 2.03 Article III of the Credit Agreement. (3) The Amended and Restated Articles of Incorporation of the Borrower and all amendments thereto. (4) The Amended and Restated By-Laws of the Borrower and all amendments thereto. (5) A certificate of existence from the Department of Financial Institutions of Wisconsin, dated __________, 2018, attesting to the continued corporate existence and status of the Borrower in that state (the “Status Certificate”). ManpowerGroup Five Year Credit Agreement that it requests We have also examined the originals, or copies certified to our satisfaction, of such other corporate records of the Borrower, and certificates of officers of the Borrower, as we have deemed necessary as a Borrowing basis for the opinions hereinafter expressed. We have not undertaken independently to verify the information contained in any such materials, and we have assumed the authenticity of Term Loans all materials submitted to us as originals and the conformity to authenticated original materials of all materials submitted to us as certified or conformed or as photocopies. In connection with the rendering of this opinion, we have, with your permission, assumed, without investigation, verification or inquiry: a. That the Agent and the Lenders (the Agent and the Lenders are hereinafter collectively referred to as the “Banks”) are each a corporation or association duly incorporated or organized, validly existing and in good standing under the Credit Agreementlaws of its jurisdiction of incorporation or organization; b. That each of the Banks has the necessary power, authority and right to enter into, execute and deliver, and to perform, observe and be bound by its obligations under the Transaction Documents; that the transactions therein contemplated have been duly authorized by the Banks and that the Transaction Documents constitute the valid and binding obligations of the Banks; c. That the Transaction Documents have been duly executed and delivered by the Banks; d. That there are no oral or written agreements or understandings or course of prior dealing among the parties that would limit, expand or otherwise modify the respective rights and obligations of the parties, as set forth in the Transaction Documents, or that connection sets forth below would have an effect on the opinions expressed herein; all material terms and conditions of the relevant transaction and the relationship among the Borrower and the Banks for purposes of the relevant transaction are correctly and completely reflected in the Transaction Documents and there has been no waiver of any of the provisions of the Transaction Documents by actions or conduct of the parties or otherwise; and e. That all natural persons who are signatories to the Transaction Documents were legally competent at the time of execution; all signatures on which the Transaction Documents and other documents reviewed by us are genuine, accurate and complete, each such Borrowing document that is requested original is authentic and each such document that is a copy is accurate and complete and conforms to be madean authentic original. Based upon the foregoing, but subject to the assumptions, qualifications and limitations contained herein, we render to you our opinion as follows: (A) Date of Borrowing (which 1. The Borrower is a Business Day) September [●]corporation validly existing under the laws of the State of Wisconsin and, 2022based solely on the Status Certificate, is in active status, meaning that as of __________, 2018, it has filed its most recent required annual report and has not filed Articles of Dissolution with the Department of Financial Institutions of the State of Wisconsin. (B) Principal Amount 2. The execution, delivery and performance by the Borrower of Borrowing $175,000,000the Transaction Documents are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action by the Borrower and do not require any further approval of its shareholders or directors. (C) Type 3. The Transaction Documents are the legal, valid and binding obligations of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9Borrower, enforceable against it in accordance with their respective terms.

General Provisions. This Assignment 11.1 Neither Party shall have the right to assign this Agreement, or any of its rights or obligations hereunder, without the prior written consent of the other Party. Notwithstanding the foregoing, NICE may assign its rights and Assumption ob ligations under this Agreement to an Affiliate, or to any successor by way of merger, acquisition, or sale of all or substantially all of NICE’s assets. Customer must obtain NICE’s written consent prior to: (i) moving the NICE Software from the location designated in the corresponding Purchase Order or (ii) assigning this Agreement or any licenses to NICE Software granted hereunder to any third party or Customer Affiliate. Customer hereby acknowledges that as a condition to such consent NICE may require Cu stomer or the proposed assignee, if applicable, to agree to update the NICE Software to the then-current version, pay NICE’s then- current license fees and purchase a one-year Maintenance Services at NICE’s then-current rate. In the case of an assignment or transfer to a third party or a Customer Affiliate, NICE may require the assignee to execute its then-current master relationship agreement. Except as otherwise specified in writing by NICE in its consent, Purchase Orders submitted by any assignee will b e in accordance with NICE’s then-current list price. Any attempted assignment, whether by operation of law, as a result of any change in control of Customer or otherwise without complying with this Section shall be binding upon null and inure void. 11.2 NICE has existing arrangements with certain technology service providers (“Augmented Resource(s)”). Augmented Resources provide NICE with the ability to supplement its employee workforce providing Services to NICE’s customers. Notwithstanding anything to the benefit contrary contained in Section 11.1 above or in an Order, Customer acknowledges and agrees that NICE may use a combination of its employees and Augmented Resources to assist NICE with the delivery of certain Services under this Agreement. NICE will remain responsible to Customer for the performance and conduct of such Augmented Resources. 11.3 It is expressly agreed that the Parties are acting hereunder as independent contractors and under no circumstances shall any of the parties hereto employees of one Party be deemed the employees of the other Party for any purpose. This Agreement shall not be construed as authority for either Party to act for the other Party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other Party except to the extent and for the purposes expressly provided for and set forth herein. 11.4 Each Party agrees that it will not, directly or indirectly, for a period commencing on the Effective Date and ending one (1) year following the expiration of the Term, without the prior written consent of the other Party, solicit or employ any person who, at any time during the Term, were employees of the other Party or its Affiliates who performed duties related to the Services performed hereunder, nor will such Party solicit or encourage any such person to terminate their respective successors employment relationship with the other Party or its Affiliate. 11.5 Neither Party shall be deemed to be in default of any provision of this Agreement, or for failure in performance of its obligations hereunder (excluding payment obligations), resulting from acts or events beyond the reasonable control of such Party, including acts of God, civil or military authority, acts or threats of terrorism, civil disturbance, war, riot, strike or labor dispute (not related to either Party’s workforce), fires, floods, infectious disease, or act of government (each a “ Force Majeure Event”). Such Force Majeure Event, to the extent it prevents a Party’s performance or any other undertaking under this Agreement, will extend the time for performance for as many days beyond the applicable performance date as is required to correct the effects of such Force Majeure Event. 11.6 NICE shall have the right to use or incorporate into the Services and assignsSoftware any suggestions, enhancement requests, recommendations or other feedback provided by Customer. 11.7 Words importing the singular include the plural, words importing any gender include every gender and words importing persons include entities, corporate and otherwise; and (in each case) vice versa. The section headings are for ease of reference only and shall not affect the interpretation or construction of this Agreement. Whenever the terms “including” o r “include” are used in this Agreement in connection with a single item or a list of items within a particular classification (whether or not the term is followed by the phrase “but not limited to” or words of similar effect) that reference shall be interprete d to be illustrative only, and shall not be interpreted as a limitation on, or an exclusive enumeration of the items within such classification. Rev. 04/21 (Legal Resource identifier-add identifier and remove text) 11.8 All provisions of Section 7.06 this Agreement are severable, and the unenforceability or invalidity of any of the provisions of this Agreement shall not affect the validity or enforceability of the remaining provisions of this Agreement. 11.9 Each Party shall perform its obligations in a manner that complies with all applicable laws and regulations, compliance with which is required of such Party or for which such Party is responsible hereunder. 11.10 The Software may be subject to export laws and regulations of the U.S. and other jurisdictions, and Customer shall comply with all applicable export and import control laws and regulations. Customer shall not permit access to, or use of, the Software by a person or in a country embargoed by, or in violation of, any applicable export laws or regulation. 11.11 No provision of this Agreement shall be deemed waived and no breach shall be deemed excused unless such waiver or consent is in writing and signed by the Party claimed to have waived or consented. No consent by either Party to, or waive r of, a breach by the other, whether express or implied, shall constitute consent to, waiver of, or excuse for any different or subsequent breach. 11.12 This Agreement shall be governed, construed, and interpreted in accordance with the laws of England and Wales. Both Parties hereby consent and submit to the jurisdiction of the courts of England and Wales all questions and controversies arising out of this Agreement. Both Parties hereby exclude the application of the Uniform Computer Information Transactions Act (“Counterparts; Effectiveness; Several AgreementUCITA”), Section 7.07 the United Nations Convention on the International Sale of Goods (“SeverabilityCISG”), Section 7.09 (“Governing Law; Jurisdiction; Consent and any law of any jurisdiction that would apply UCITA or CISG or terms equivalent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein UCITA or CISG to this Agreement. To the extent not prohibited by referenceapplicable law that cannot be waived, mutatis mutandisthe Parties hereby waive, and covenant that they will not assert any right to trial by jury in any action arising in whole or in part under or in connection with this Agreement. 11.13 In the parties hereto event of any conflict or inconsistency between the terms of: (a) this Agreement and any Order or SOW, the terms of the Agreement shall prevail; except to the extent that an Order or SOW specifically states that specified terms in the Order or SOW supersede specified terms in the Agreement, in which case such superseding terms will apply only to that Order or SOW; and (b) any Order and any SOW, the terms of the Order shall prevail; except to the extent that: a SOW specifically states that specified terms in that SOW supersede specified terms of the applicable Order, in which case such superseding terms will apply only to that SOW. The Parties agree that if a URL contained in this Agreement does not work or has stopped working, it will notify the other party and NICE will then repair or create a new URL to such terms. Ares Capital Corporation as Administrative Agent for replace the Lenders referred URL. 11.14 Following the Effective Date, NICE shall have the right to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., issue a Delaware corporation press release regarding its relationship with Customer (the “BorrowerPress Release”). Customer agrees to contribute a quote from a Customer employee involved with the relationship with NICE to be used in the Press Release. NICE shall provide a draft of the Press Release to Customer for its review and, refers within five (5) business days following its receipt of the draft, Customer shall provide NICE with any proposed changes to the Credit Agreement dated as Press Rele ase. Notwithstanding anything to the contrary contained herein, XXXX agrees that it will not make, issue, or release any public statement (including the Press Release), announcement, or acknowledgement of September 22the existence of, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to timereveal the status of, the “Credit Agreement”)Agreement or the terms or transactions provided for herein, by without first obtaining the written consent of Customer. 11.15 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and among Borrowerall of which taken together shall constitute a single agreement. Additionally, the Lenders party thereto from time Parties agree that: (a) this Agreement, including any transactional documents related to time, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit this Agreement, and any amendments thereto, may be signed using electronic signatures facilitated by a U.S. E-SIGN Act-compliant (i.e., the Electronic Signatures in that connection sets forth below the terms on which such Borrowing is requested to be made: Global and National Commerce Act - ESIGN, Pub.L. 106-229, 114 Stat. 464, enacted June 30, 2000, 15 U.S.C. ch.96) electronic signature provider (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ]“e-signatures”)9;

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by telecopy shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree to such termslaw of the State of New York. Ares Capital Corporation 2 See Footnote 1. Jefferies Finance LLC, as Administrative Agent for the Lenders referred to below 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx Xxxxxx, 00xx Floor New York, New York 10167 00000 Attention: Middle Office DL EmailAccount Officer – KCG Holdings, Inc. Facsimile No.: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●(000) 000-0000] [and [Swingline Lender]1 [Address]] Re: KCG Holdings, 20226 Inc. [Date] Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers Reference is made to the Credit Agreement credit agreement, dated as of September 22July 1, 2022 2013 (as amended, restated, amended and restated, supplemented supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), by and among KCG Holdings, Inc., a Delaware corporation (the “Borrower”), the Lenders party thereto from time to timethereto, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management Jefferies Finance LLC, as Lead Arranger documentation agent for the Lenders, as administrative agent for the Lenders, and Bookrunneras collateral agent for the Secured Parties, Jefferies Finance LLC and Xxxxxxx Sachs Bank USA, as joint lead arrangers and joint book managers, and Jefferies Finance LLC, as syndication agent. Capitalized terms used herein and not Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings assigned given to such terms them in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and that in that connection therewith sets forth below the terms on which such Borrowing is requested to be made: 1 A Borrowing Request for any Swingline Borrowing if available under the Credit Agreement must be delivered to the Administrative Agent and the Swingline Lender. See Section 2.17(b) of the Credit Agreement. (A) Class of Borrowing:2 [Revolving Borrowing] [Term Borrowing] [Swingline Borrowing] (B) Principal amount of Borrowing:3 (C) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ]): (D) Type of Borrowing: [ABR Borrowing] [Eurodollar Borrowing] (E) Interest Period and the last day thereof8] [ ]thereof:4 (EF) Funds are requested to be disbursed to XxxxxxxxBorrower’s account as follows (with: Account No. The Borrower hereby represents and warrants that the conditions to lending specified in Sections 4.02(b) and (c) of the Credit Agreement are satisfied as of the date hereof. 2 Revolving Borrowings and Swingline Borrowings are not available until Revolving Commitments and a Swingline Commitment is obtained under the Credit Agreement in accordance with Sections 2.17 and 2.20 thereof. 3 See Section 2.02(a) of the Credit Agreement for minimum borrowing amounts. 4 To be inserted if a Eurodollar Borrowing, and to be subject to the definition of “Interest Period” in the Credit Agreement. KCG HOLDINGS, INC. By: Name: Title: This compliance certificate (this “Certificate”) is delivered to you pursuant to Section 5.01(c) of the credit agreement, dated as of July 1, 2013 (as amended, amended and restated, supplemented, waived, or otherwise modified from time to time, the “Credit Agreement”), among KCG Holdings, Inc., a Delaware corporation (the “Borrower”), the Lenders party thereto, Jefferies Finance LLC, as documentation agent for the Lenders, as administrative agent for the Lenders, and as collateral agent for the Secured Parties, Jefferies Finance LLC and Xxxxxxx Sachs Bank USA, as joint lead arrangers and joint book managers, and Jefferies Finance LLC, as syndication agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. I, [ ])9, solely in my capacity as [specify type of Financial Officer] of the Borrower and not in my individual capacity, do hereby certify as follows: 1. I am the duly elected, qualified and acting [specify type of Financial Officer] of the Borrower.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption (“Counterparts; Effectiveness; Several Agreement”)and any non-contractual obligations arising out of or in connection with this Assignment and Assumption) shall be construed in accordance with and governed by, Section 7.07 (“Severability”)the law of the State of New York without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction. Dated [•] Bank of America, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation N.A. as Administrative Agent for the Lenders referred to below GATEWAY VILLAGE-900 BUILDING 000 Xxxx XxxxxxX XXXXX XX XXXXXXXXX, 00xx Floor New YorkXX, New York 10167 00000-0000 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Xxxxx Xxxxxxxx Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation This Loan Notice is delivered to you by (the “Borrower”), refers to under Section 2.03 of the Senior Unsecured Revolving Credit Agreement dated as of September 22April 8, 2022 2019 (as amended, restated, amended and restatedextended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), by and among Borrowerbetween Teva Pharmaceutical Industries Limited, Teva Pharmaceuticals USA, Inc., Teva Pharmaceutical Finance Netherlands II B.V. and Teva Pharmaceutical Finance Netherlands III B.V., as Borrowers, the Lenders party thereto from time to timethereto, Ares Capital Corporationand Bank of America, N.A., as Administrative Agent. 1. The name and jurisdiction of the applicable Borrower are and , respectively. 2. The Borrower hereby requests that the Lenders make a Loan or Loans in the aggregate principal amount of US$/EUR (the “Loan” or the “Loans”).4 3. The Borrower hereby requests that the Loan or Loans be made on the following Business Day:5 4. The Borrower hereby requests that the Loan or Loans be of the Tranche and Ares Capital Management LLC, as Lead Arranger Type and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned Interest Period set forth below: 5. The Borrower hereby requests that the funds from the Loan or Loans be disbursed to such terms the following bank account: which is located in (in compliance with Section 2.04 of the Credit Agreement). 6. Borrower hereby gives you notice pursuant After giving effect to Section 2.03 any requested Loan, the sum of the Credit Agreement that it requests a Borrowing of Term Exposures under the applicable Tranche (including the requested Loans under the applicable Tranche) does not exceed the maximum amount permitted to be outstanding pursuant to the terms of the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9.

General Provisions. This Assignment and Assumption Agreement shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment Agreement may be executed in any number of Section 7.06 counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment Agreement by facsimile or in electronic (i.e., “Counterpartspdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Assignment Agreement. This Assignment Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York. SCHEDULE 1 PAYMENT INSTRUCTIONS/NOTICE INSTRUCTIONS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT E CREDIT AGREEMENT Form of Borrowers’ Counsel’s Opinion Attached XXXXXX GS October 21, 2022 98031.00005 To the Agent and the Lenders on the date hereof identified below: Ladies and Gentlemen: We have acted as counsel to Xxxxxxxx, Inc., a Delaware corporation ("Woodward") and Xxxxxxxx Xxxx GmbH, a German limited liability company ("Xxxxxxxx Xxxx"; Effectiveness; Several Agreement”Woodward and Xxxxxxxx Xxxx are sometimes referred to herein individually as a "Borrower" and collectively as the "Borrowers"), Section 7.07 in connection with that certain Second Amended and Restated Credit Agreement, dated as of the date hereof (“Severability”the "Credit Agreement"), Section 7.09 by and among the Borrowers, the lending institutions from time to time party thereto (“Governing Law; Jurisdiction; Consent to Service of Process”the "Lenders") and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by referenceXxxxx Fargo Bank, mutatis mutandisNational Association, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred (in such capacity, the "Agent"). We have also acted as counsel to below 000 Xxxx Xxxxxxthe following subsidiaries of Woodward in connection with the transactions contemplated by the Credit Agreement: Woodward HRT, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC.Inc., a Delaware corporation (the “Borrower”"Xxxxxxxx HRT"), refers and MPC Products Corporation, an Illinois corporation ("MPC Products" and, with Woodward HRT the "U.S. Subsidiaries") and Xxxxxxxx L'Orange GmbH, a German limited liability company ("Xxxxxxxx L'Orange"). Woodward and the U.S. Subsidiaries are sometimes referred to herein individually as a "U.S. Credit Party" and collectively as the "U.S. Credit Parties". Xxxxxxxx Xxxx and Xxxxxxxx L'Orange are sometimes referred to herein individually as a "German Credit Party" and collectively as the "German Credit Parties". The U.S. Credit Parties and the German Credit Parties are sometimes referred to herein individually as a "Credit Party" and collectively as the "Credit Parties". This opinion is being delivered at the request of the Credit Agreement dated as Parties pursuant to Section 5.1(8) of September 22, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, the Lenders party thereto from time to time, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms them in the Credit Agreement. Borrower hereby gives you notice pursuant As such counsel and for purposes of our opinions set forth below, we have examined originals or copies, certified or otherwise identified to Section 2.03 our satisfaction, of such documents, corporate and limited liability company records, certificates of public officials and other instruments as we have deemed necessary or appropriate as a basis for the Credit Agreement that it requests a Borrowing of Term Loans under opinions set forth herein, including, without limitation: (i) the Credit Agreement; (ii) the Second Amended and Restated Subsidiary Guaranty, dated as of October 21, 2022, among the U.S. Subsidiaries and the Agent (the "Domestic Guaranty"); (iii) the Foreign Subsidiary Guaranty, dated as of October 21, 2022 between Xxxxxxxx L'Orange and the Agent (the "Foreign Guaranty"); (iv) the certificate of incorporation, and in that connection sets forth below all amendments thereto, of Woodward, certified as of September 23, 2022, by the terms on which such Borrowing is requested to be made: Secretary of State of the State of Delaware, and the bylaws of Woodward as certified by the Secretary of Woodward as of the date hereof (A) Date of Borrowing (which is a Business Day) September [●]the "Woodward Charter Documents"); #96I35748v2 LEGAL_US_W # 113311349.6 XXXXXXXX To the Agent and Lenders October 21, 2022 (Bv) Principal Amount the certificate of Borrowing $175,000,000incorporation, and all amendments thereto, of Xxxxxxxx HRT, certified as of September 23, 2022, by the Secretary of State of the State of Delaware, and the bylaws of Xxxxxxxx HRT, as certified by the Secretary of Xxxxxxxx HRT as of the date hereof (the "Xxxxxxxx HRT Charter Documents"); (Cvi) Type the articles of Borrowing7 [ ]incorporation, and all amendments thereto, of MPG Products, certified as of September 26, 2022, by the Secretary of State of the State of Illinois, and the bylaws of MPG Products as certified by the Secretary of MPG Products as of the date hereof (the "MPG Products Charter Documents" and, together with the Woodward Charter Documents and the Xxxxxxxx HRT Charter Documents, the "Charter Documents"); (Dvii) [Interest Period a certificate of the Secretary of State of the State of Delaware as to the incorporation and good standing of Woodward under the laws of the State of Delaware as of September 23, 2022 (the "Woodward Good Standing Certificate"); (viii) a certificate of the Secretary of State of the State of Delaware as to the incorporation and good standing of Xxxxxxxx HRT under the laws of the State of Delaware as of September 23, 2022 (the "Xxxxxxxx HRT Good Standing Certificate"); (ix) a certificate of the Secretary of State of the State of Illinois as to the incorporation and good standing of MPG Products under the laws of the State of Illinois as of September 23, 2022 (the "MPG Products Good Standing Certificate" and together with the Woodward Good Standing Certificate and the last day thereof8] [ ]Xxxxxxxx HRT Good Standing Certificate, the "Good Standing Certificates"); (Ex) Funds resolutions adopted by the board of each U.S. Credit Party, certified by a duly authorized officer of such U.S. Credit Party, relating to the execution and delivery of the Amendment, and the performance by such U.S. Credit Party of its obligations under, the Loan Documents (as defined below) to which it is a party; and (xi) certificates of officers and other representatives of each of the Credit Parties certifying the incumbency, authority and true signatures of the officers or representatives of each of the Credit Parties authorized to sign the Loan Documents to which such Credit Party is a party and the certificates and other documents and instruments being delivered by such Credit Party pursuant to such Loan Documents and certifying as to other factual matters. The Credit Agreement, the Domestic Guaranty and the Foreign Guaranty are requested referred to be disbursed herein, individually, as a "Loan Document" and, collectively, as the "Loan Documents". In addition, we have made such investigations of law as we have deemed relevant and necessary as a basis for the opinions expressed below. #96I35748v2 LEGAL_US_W # 113311349.6 XXXXXXXX To the Agent and Lenders October 21, 2022 In such examination and in rendering the opinions expressed below, we have assumed: (i) (x) that each of the parties to Xxxxxxxx’s account the Loan Documents (other than the U.S. Credit Parties) is a validly existing entity in the jurisdiction of its organization, in good standing in each applicable jurisdiction and has the power and authority to execute and deliver, and to perform its obligations under, the Loan Documents to which it is a party and that such execution, delivery and performance does not violate any provision of the certificate of incorporation (or equivalent formation document) of each such party, and (y) the due authorization, execution and delivery of each Loan Document, and each other document referred to above by all of the parties thereto (other than the due authorization, execution and delivery of the Loan Documents by the U.S. Credit Parties); (ii) the genuineness of all signatures on all documents submitted to us; (iii) the authenticity and completeness of all documents, corporate, limited liability company and other entity records, certificates and other instruments reviewed by us; (iv) that photocopy, electronic, certified, conformed, facsimile and other copies of original documents, corporate, limited liability company and other entity records, certificates and other instruments reviewed by us conform to such original documents, records, certificates and other instruments; (v) the legal capacity and competency of all individuals executing documents; (vi) that (x) the Loan Documents are the valid and binding obligations of each of the parties thereto (other than the obligations of the Credit Parties under the Loan Documents) under New York law, enforceable against such parties (other than the Credit Parties) under New York law in accordance with their respective terms and have not been amended or terminated orally or in writing, and (y) the status of the Loan Documents as follows legally valid and binding obligations of the parties is not affected by any (Account No. [ ])91) breaches of, or defaults under, agreements or instruments, (2) violations of statutes, rules, regulations or court or governmental orders, or

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and permitted assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by telecopy or by sending a scanned copy by electronic mail shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree to such termslaw governing the Credit Agreement. Ares Capital Corporation Lender Assigned Lender’s Commitment Assigned Accommodations Outstanding $ $ Barclays Bank PLC, as Administrative Agent for the Lenders referred to below Barclays Bank PLC‬ ‪Bank Debt Management Group‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬ 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx Xxxxxx, 00xx Floor New York, New York 10167 00000 Attention: Middle Office DL Xxxxxx Xxxxx Telephone: (000) 000-0000 Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 xxxxxx.xx.xxxxx@xxxxxxxx.xxx Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers Reference is made to the Credit Agreement that certain fourth amended and restated credit agreement dated as of September 22[________], 2022 2019 (as further amended, restatedsupplemented, amended and restated, supplemented replaced or otherwise modified restated from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined) among Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, as initial borrowers and certain Subsidiaries of Open Text Corporation and Lenders party thereto, Barclays Bank PLC, as sole administrative agent, Barclays Bank PLC, as collateral agent, Royal Bank of Canada, as documentary credit lender, and the financial institutions party thereto as joint lead arrangers and joint bookrunners. Please be advised that, pursuant to Section 2.03(2) of the Credit Agreement, Open Text Corporation hereby designates the undersigned Subsidiary, _________, a _____ (the “Designated Borrower”), by as a “Designated Borrower” in the capacity as a Revolving Credit Borrower under and among Borrower, the Lenders party thereto from time to time, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in for all purposes of the Credit Agreement. The Designated Borrower, in consideration of the agreement of each applicable Revolving Credit Lender to extend credit to it from time to time under, and on the terms and conditions set forth in, the Credit Agreement under the Revolving Credit Facility does hereby assume each of the obligations imposed upon a Designated Borrower and a Revolving Credit Borrower under the Credit Agreement and agrees to be bound by all of the terms and conditions of the Credit Agreement. In furtherance of the foregoing, the Designated Borrower hereby gives you notice pursuant represents and warrants to Section 2.03 the Administrative Agent and each of the applicable Revolving Credit Lenders that each of the representations and warranties set forth in Article 6 of the Credit Agreement are true and correct in all material respects as of the date hereof, except for those changes to the representations and warranties which have been disclosed to and accepted by the Administrative Agent and Lenders pursuant to Section 17.01 and any representation and warranty which is stated to be made as of a certain date (and then as of such date), and that it requests a Borrowing the proceeds of Term Loans any Accommodation will only be used for purposes permitted under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) and Section 7.10 (“Waiver an executed counterpart of Jury Trial”) are incorporated herein a signature page of this Assignment by reference, mutatis mutandistelecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the parties hereto agree law of the State of California. Reference is made to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies that certain Amended and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers to the Restated Credit Agreement dated as of September 22, 2022 2006, among AECOM Technology Corporation, a Delaware corporation (the “Company”), the Subsidiary Borrowers from time to time party thereto (each, a “Subsidiary Borrower” and together with the Company, the “Borrowers”), the Lenders from time to time party thereto, Union Bank of California, N.A., as the Administrative Agent and an Issuing Lender, Xxxxxx X.X. (successor by merger to Xxxxxx Trust and Savings Bank), as an Issuing Bank, and Bank of Montreal, acting under its trade name BMO Capital Markets, as the Syndication Agent (as amended, restated, amended and restatedextended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), by and among Borrower, ;” the Lenders party thereto from time to time, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms defined therein being used herein as therein defined). The undersigned, a Wholly-Owned Subsidiary of the Company (“Subsidiary”) hereby agrees to become a Subsidiary Borrower and not otherwise defined herein shall have agrees to be bound by all the meanings assigned terms and conditions of the Agreement applicable to such terms a Borrower from and after the date hereof as if a signatory to the Agreement. Concurrently herewith, Subsidiary is executed and delivering a duly completed joinder agreement in the Credit form of Exhibit A to the Master Guaranty and Intercreditor Agreement, whereby such Subsidiary Borrower agrees to be bound by the terms and conditions of the Master Guaranty and Intercreditor Agreement as an Obligor Subsidiary in accordance with the terms thereof. The undersigned Subsidiary hereby makes the representations and warranties applicable to a Subsidiary Borrower hereby gives you notice pursuant to the matters set forth in Section 2.03 6 of the Credit Agreement that it requests as of the date hereof. The undersigned hereby consent to the Subsidiary becoming a Borrowing of Term Loans under party to the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period Agreement and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account Master Guaranty and Intercreditor Agreement. This Instrument of Joinder is executed by the parties hereto as follows (Account Noof the date first written above. [ ])9By: Name: Title:

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Acceptance and adoption of Process”) the terms of this Assignment and Section 7.10 (“Waiver Assumption by the Assignee and the Assignor by Electronic Signature or delivery of Jury Trial”) are incorporated herein an executed counterpart of a signature page of this Assignment and Assumption by reference, mutatis mutandisany Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for law of the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor State of New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies . This Solvency Certificate is being executed and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers delivered pursuant to Section 4.01(e) of the Credit Agreement dated as of September 22, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of December 23, 2016 among Myriad Genetics, Inc. (the “Company”), by and among Borrower, the Lenders lenders party thereto from time to timetime and JPMorgan Chase Bank, Ares Capital CorporationN.A., as Administrative Agent, the administrative agent and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized collateral agent; the terms defined therein being used herein as therein defined. I, [ ], the chief financial officer of the Company, solely in such capacity and not otherwise defined herein shall in an individual capacity, hereby certify that I am the chief financial officer of the Company and that I am generally familiar with the businesses and assets of the Company and its Restricted Subsidiaries (taken as a whole), I have made such other investigations and inquiries as I have deemed appropriate and I am duly authorized to execute this Solvency Certificate on behalf of the meanings assigned Company pursuant to such terms in the Credit Agreement. Borrower hereby gives you notice pursuant I further certify, solely in my capacity as chief financial officer of the Company, and not in my individual capacity, as of the date hereof and after giving effect to Section 2.03 the Transactions and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement and the Transactions on the date hereof, that: (i) the fair value of the assets of the Company and its Restricted Subsidiaries, taken as a whole, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of the Company and its Restricted Subsidiaries, taken as a whole, will be greater than the amount that it requests will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Company and its Restricted Subsidiaries, taken as a Borrowing of Term Loans under whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Credit AgreementCompany and its Restricted Subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and in that connection sets forth below the terms on which such Borrowing is requested proposed to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and conducted after the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9Effective Date.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York without regard to its conflict of laws principles. EXHIBIT B Escrow Agreement (see attached) ESCROW AGREEMENT This Escrow Agreement (this “Agreement”) is made and entered into as of [insert Closing Date], by and among CSC Trust Company of Delaware, as escrow agent hereunder (the “Escrow Agent”), and XXXXX BEST N.V., a corporation organized under the laws of The provisions of Section 7.06 Netherlands (“Counterparts; Effectiveness; Several Seller”), and Patheon Inc., a Canadian corporation1 (“Buyer”). Preliminary Statements: A. The Seller, VION Holding N.V. (“VION”) and the Buyer are parties to that certain Stock Purchase Agreement dated as of October 28, 2012 (the “Purchase Agreement”), Section 7.07 (“Severability”)pursuant to which the Buyer shall purchase all of the shares of capital stock of each of Xxxxx USA Inc. and Banner Pharmacaps Europe B.V., Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandis, and all as more fully set forth in the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INCPurchase Agreement., a Delaware corporation (the “Borrower”), refers to the Credit Agreement dated as of September 22, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, the Lenders party thereto from time to time, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. B. Capitalized terms used herein and but not otherwise defined herein shall have the meanings assigned to such terms given them in the Credit Purchase Agreement. Borrower hereby gives you notice . C. Under the Purchase Agreement, Seller and VION may have certain obligations to pay amounts to the Buyer after Closing in respect of (i) a working capital adjustment and the Retention Incentive Plan pursuant to Section 2.03 2.3 of the Credit Purchase Agreement (such payment obligations, the “Section 2.3 Payment Obligations”); and (ii) the Stay Bonus/CIC Amount pursuant to Section 2.4(b) of the Purchase Agreement (such payment obligations, the “Section 2.4(b) Payment Obligations”, and together with the Section 2.3 Payment Obligations, the “Payment Obligations”). D. To secure the Payment Obligations, the Buyer will at Closing deposit the following amounts from the Purchase Price with the Escrow Agent pursuant to Section 3.2(a)(ii) of the Purchase Agreement: a. $5,000,000 (USD), to secure the Section 2.3 Payment Obligations (such amount, the “Escrow Fund A Deposit”); and b. the Stay Bonus/CIC Amount, to secure the Section 2.4(b) Payment Obligations (the “Stay Bonus/CIC Deposit,” and together with the Escrow Fund A Deposit, the “Escrow Deposit”). E. The Buyer and Seller desire to secure the services of the Escrow Agent, and the Escrow Agent is willing to provide such services pursuant to the terms and subject to the conditions of this Agreement. 1 In the event that it requests a Borrowing of Term Loans Patheon Inc. assigns its rights under the Credit AgreementSPA to one or more of its wholly-owned subsidiaries, pursuant Section 10.2, this Assignment and in that connection sets forth below the terms on which Assumption will be entered into by such Borrowing is requested to be made: party (Aor parties) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account modified accordingly as follows (Account Noneeded. [ ])9US_ACTIVE-110974454.2-MECRUZ

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment may be executed in any number of Section 7.06 counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to conflict of laws principles thereof. SUBORDINATION AGREEMENT, dated as of , , 20 , among: (i) [SUBORDINATED LENDER], a [ENTITY TYPE] duly organized and validly existing under the laws of the [JURISDICTION] (in such capacity, together with its successors in such capacity, the “Subordinated Lender”) (ii) CLIENTLOGIC CORPORATION, a corporation duly organized and validly existing under the laws of the State of Delaware (“Counterparts; Effectiveness; Several Agreement”), Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of ProcessClientLogic”) and Section 7.10 each of the Subsidiaries of ClientLogic identified under the caption “Subsidiary Guarantors” on the signature pages hereto (,individually, a “Waiver of Jury TrialSubsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”) are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation Subsidiary Guarantors collectively with ClientLogic, the “Obligors”); and (iii) XXXXXXX XXXXX CREDIT PARTNERS L.P., as Administrative Agent agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation lenders (the “BorrowerLenders”), refers ) party to the Credit Agreement referred to below (in such capacity, together with its successors and assigns, the “Agent”). SITEL, LLC, a Delaware limited liability company (“U.S. Borrower”); CLIENTLOGIC HOLDING LIMITED, a company organized under the laws of England and Wales (“UK Borrower”); CLIENTLOGIC CANADA CORPORATION, an Ontario Corporation (“Canadian Borrower”; Canadian Borrower, collectively with U.S. Borrower and UK Borrower, the “Borrowers”), the other Persons named therein, the Agent and the Lenders from time to time signatory thereto are party to a Credit Agreement, dated as of September 22January 30, 2022 2007 (as amended, restatedsupplemented, amended and restated, supplemented restated or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, . To induce the Lenders party thereto from time to time, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Borrower hereby gives you notice pursuant to Section 2.03 of enter into the Credit Agreement that it requests a Borrowing and to make extensions of Term Loans under the Credit Agreementcredit thereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subordinated Lender has agreed to subordinate the Subordinated Debt (as hereinafter defined) to the Senior Debt (as so defined) all in that connection sets forth below the terms on which such Borrowing is requested manner and to be madethe extent hereinafter provided. Accordingly, the parties hereto agree as follows: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by email or telecopy shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree to such termslaw of the State of New York. Ares Capital Corporation Citibank, N.A., as Administrative Agent for the Lenders referred to below below, c/o Citibank, N.A. 000 Xxxx XxxxxxXxxxxxxxx Xxxxxx Xxx Xxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 XX 00000 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation Xxxxxxx-Xxxxx Squibb Company (the “BorrowerCompany”), refers to the 364- Day Revolving Credit Agreement Facility Agreement, dated as of September 22January 25, 2022 2019 (as it may hereafter be amended, restatedmodified, amended and restated, supplemented extended or otherwise modified restated from time to time, the “Credit Agreement”), by and among Borrowerthe Company, the Borrowing Subsidiaries, the Lenders named therein, Citibank, N.A. and JPMorgan Chase Bank, N.A., as Administrative Agents, and the other Agents party thereto from time to time, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement. The Company and [Name of Borrowing Subsidiary] (the “Designated Borrowing Subsidiary”) confirm that the Designated Borrowing Subsidiary is a Wholly Owned Subsidiary. The Designated Borrowing Subsidiary hereby agrees to be bound in all respects by the terms of the Agreement, including without limitation, ARTICLE IV thereof, and to perform all of the obligations of a Borrowing Subsidiary thereunder. Each reference to a Borrowing Subsidiary in the Agreement shall be deemed to include the Designated Borrowing Subsidiary. The Company hereby ratifies and confirms the guarantee set forth in SECTION 8.16. of the Agreement with respect to all Loans made by any Lender to the Designated Borrowing Subsidiary. The address to which communications to the Designated Borrowing Subsidiary under the Agreement should be directed is: [Address] Taxpayer ID: [ ] The Designated Borrowing Subsidiary hereby agrees to provide the Lenders with any additional information and documentation reasonably requested that will allow such Lender to identify the Designated Borrowing Subsidiary in accordance with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, a Beneficial Ownership Certificate to the extent such Designated Borrowing Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. This instrument shall be construed in accordance with and governed by the laws of the State of New York. Loan proceeds should be deposited as provided in the Agreement. Upon the execution of this Borrowing Subsidiary Agreement by the Company and the Designated Borrowing Subsidiary, and the acceptance by the Paying Agent, the Designated Borrowing Subsidiary shall become a Borrowing Subsidiary under the Agreement as though it were an original party thereto and shall be entitled to borrow under the Agreement upon the satisfaction of the conditions precedent set forth in SECTION 4.2. (a) and SECTION 4.2. (b) of the Agreement. Very truly yours, XXXXXXX-XXXXX SQUIBB COMPANY By: Name Title: [DESIGNATED BORROWING SUBSIDIARY] By: Name Title: Accepted as of the date first above written. CITIBANK, N.A., as Administrative Agent Name Title: Citibank, N.A., as Administrative Agent for the Lenders referred to below, c/o Citibank, N.A. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned, Xxxxxxx-Xxxxx Squibb Company (the “Company”), refers to the 364- Day Revolving Credit Facility Agreement, dated as of January 25, 2019 (as it may hereafter be amended, modified, extended or restated from time to time, the “Agreement”), among the Company, the Borrowing Subsidiaries, the Lenders named therein, Citibank, N.A. and JPMorgan Chase Bank, N.A., as Administrative Agents, and the other Agents party thereto from time to time. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement. The Company hereby elects to terminate the status of [Name of Borrowing Subsidiary] (the “Terminated Borrowing Subsidiary”) as a Designated Borrowing Subsidiary for purposes of the Agreement. The Company represents and warrants that no Loans made to the Terminated Borrowing Subsidiary are outstanding as of the date hereof and that all principal and interest on all amounts payable by the Terminated Borrowing Subsidiary pursuant to the Agreement have been paid in full on or prior to the date hereof. This instrument shall be construed in accordance with and governed by the laws of the State of New York. Very truly yours, XXXXXXX-XXXXX SQUIBB COMPANY By: Name Title: FORM OF U.S. TAX CERTIFICATE (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the 364-Day Revolving Credit Facility Agreement, dated as of January 25, 2019 (as it may hereafter be amended, modified, extended or restated from time to time, the “Credit Agreement”), among Xxxxxxx-Xxxxx Squibb Company, the Borrowing Subsidiaries, the Lenders named therein, and Citibank, N.A. and JPMorgan Chase Bank, N.A., as Administrative Agents, and the other Agents party thereto from time to time. Borrower hereby gives you notice pursuant Capitalized terms used and not otherwise defined herein shall have the meanings assigned to Section 2.03 such terms in the Agreement. Pursuant to the provisions of the Credit Agreement that it requests a Borrowing SECTION 2.16. of Term Loans under the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank 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, (iii) it is not a 10-percent shareholder of the Company within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Paying Agent and the Company 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 connection sets forth below (1) if the terms information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Paying Agent and (2) the undersigned shall have at all times furnished the Company and the Paying Agent with a properly completed and currently effective certificate in either the calendar year in which such Borrowing each payment is requested to be made: (A) Date made to the undersigned, or in either of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9two calendar years preceding such payments.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by telecopy shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree law of the State of New York. To each of the Lenders party to such terms. Ares Capital Corporation the $2,000,000,000 Term Loan Credit Agreement dated as Administrative of January 21, 2015 among AT&T Inc., said Lenders and Mizuho Bank, Ltd., as Agent for the Lenders referred said Lenders, and to below 000 Xxxx XxxxxxMizuho Bank, 00xx Floor New YorkLtd., New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 as Agent Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC.I am the Senior Executive Vice President and General Counsel of AT&T Inc., a Delaware corporation (the “Borrower”). I am providing this opinion to you pursuant to Section 3.01(g)(iv) of the $2,000,000,000 Term Loan Credit Agreement, refers to the Credit Agreement dated as of September 22January 21, 2022 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Lenders party thereto from time to timeand Mizuho Bank, Ares Capital CorporationLtd., as Administrative AgentAgent for said Lenders. Except as otherwise indicated, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized initially capitalized terms used herein and not otherwise defined herein in this opinion without definition shall have the meanings assigned to such terms in the Credit Agreement. In my capacity as Senior Vice President and General Counsel, I have reviewed or been made aware of the terms of those corporate and other records and documents I considered appropriate, including the Credit Agreement. As to certain matters of fact, I have relied upon (i) representations of the Borrower hereby gives you notice set forth in, and the certificates of public officials and certain officers of the Borrower delivered pursuant to, the Credit Agreement and (ii) oral or written statements and representations of individuals upon whom I believe I am justified in relying. As to Section 2.03 certain opinions expressed herein, I have relied on the opinions of members of my staff upon whom I believe I am justified in relying. I have also examined or caused to be examined such other instruments and have made or directed to be made such other investigations as I have deemed necessary in connection with the opinions set forth below. With respect to my consideration of those questions of law that I have considered relevant for this opinion, I have relied upon the certifications, representations, opinions and conclusions of law of various attorneys in the AT&T legal department with responsibility, in whole or in part, for the areas that are the subject of the opinions set forth herein. I have assumed the genuineness of all signatures, the legal capacity of all natural persons executing agreements, instruments or documents, the completeness and authenticity of all documents submitted to me as originals and the conformity with originals of all documents submitted to me as copies. On the basis of such analysis, my reliance upon the assumptions in this opinion and my consideration of such questions of law that I considered relevant, and subject to the limitations and qualifications in this letter, I am of the opinion that: 1. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 2. The Credit Agreement has been duly authorized, executed and delivered, and constitutes a legal, valid and binding instrument enforceable against the Borrower in accordance with its terms. 3. Neither the execution and delivery of the Credit Agreement that it requests a Borrowing or the issuance of Term Loans under the Credit AgreementNotes, and in that connection sets forth below nor the consummation of any other of the transactions therein contemplated, nor the fulfillment of the terms on thereof will conflict with, result in a breach of, or constitute a default under, the charter or bylaws of the Borrower or the terms of any indenture or other agreement or instrument known to me and to which such Borrowing the Borrower is requested a party or by which the Borrower is bound, or any applicable law, order or regulation constituting Included Laws known to me to be made: (A) Date applicable to the Borrower of Borrowing (which is a Business Day) September [●]any court, 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9Borrower.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Acceptance and adoption of Process”) the terms of this Assignment and Section 7.10 (“Waiver Assumption by the Assignee and the Assignor by Electronic Signature or delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisan executed counterpart of a signature page of this Assignment and Assumption any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree to such termslaw of the State of New York. Ares Capital Corporation To: JPMorgan Chase Bank, N.A., as Administrative Agent for the and The Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 set forth on Schedule A hereto Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC.We have acted as special New York legal counsel to Rxxxx Lxxxxx Corporation, a Delaware corporation (the “BorrowerCorporation”), refers to RL Finance B.V., a private company with limited liability company organized under the laws of the Netherlands (“RL Fin”), Rxxxx Lxxxxx Europe Sàrl (Gesellschaft mit beschränkter Haftung), a limited liability company organized under the laws of Switzerland (“Sàrl”) and Rxxxx Lauren Asia Pacific Limited, a limited liability company organized under the laws of Hong Kong (“PRLAPL”, and together with RL Fin and Sàrl, collectively, the “Subsidiary Borrowers”) and the entities set forth on Schedule B hereto (the “Subsidiary Guarantors,” and together with the Corporation, the “U.S. Loan Parties”), in connection with the Credit Agreement Agreement, dated as of September 22the date hereof, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)) among the Corporation, by and among Borrowerthe Subsidiary Borrowers, the Lenders party thereto from time to timethereto, Ares Capital CorporationJPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”) and the other agents party thereto, and Ares Capital Management LLCthe Guarantee Agreement, dated as Lead Arranger and Bookrunnerof the date hereof (the “Guarantee Agreement”) executed by each of the Subsidiary Guarantors in favor of the Administrative Agent. This opinion is being delivered to you pursuant to Section 4.01(d) of the Credit Agreement. Capitalized terms used herein and not otherwise defined herein without definition shall have the meanings assigned to such terms specified in the Credit Agreement. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under In connection with this opinion, we have examined and relied upon: (i) the Credit Agreement, the Guarantee Agreement and the exhibits and schedules thereto (collectively, the “Transaction Agreements”), (ii) for each U.S. Loan Party that is a corporation, the Certificate or Articles of Incorporation and Bylaws, as amended to date, of such U.S. Loan Party, and appropriate records of the corporate proceedings of each such U.S. Loan Party, (iii) for each U.S. Loan Party that is a limited liability company, the Certificate or Articles of Formation and the Limited Liability Company Operating Agreement of such U.S. Loan Party, as amended to date, and appropriate records of the company proceedings of such U.S. Loan Party, (iv) for each U.S. Loan Party that is a limited partnership, the Certificate of Limited Partnership and the limited partnership agreement of such U.S. Loan Party, as amended to date, and appropriate records of the partnership proceedings of such U.S. Loan Party, (v) advice from the States of Delaware and New York as to the incorporation or formation and good standing of each U.S. Loan Party incorporated or formed in such State, and (vi) originals or copies certified or otherwise identified to our satisfaction of such records, agreements, instruments and certificates of public officials and of the U.S. Loan Parties and Subsidiary Borrowers as we have deemed necessary and relevant to form the basis for our opinions herein. We have not conducted any independent investigation, examination or inquiry of factual matters in rendering the opinions set forth in this letter other than the document examination described herein, and our opinion is qualified in all respects by the scope of such document examination. JPMorgan Chase Bank, N.A., as Administrative Agent Lenders set forth on Schedule A hereto _____, 20__ In our examination, we have assumed, and express no opinion as to, the genuineness of all signatures, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence and capacity of all natural persons. We have also assumed that the Transaction Agreements are binding and enforceable obligations of each of the parties thereto (other than the U.S. Loan Parties and the Subsidiary Borrowers), and that each such other party and each Subsidiary Borrower has obtained all consents, authorizations (including corporate or partnership authorization, as the case may be, by the Subsidiary Borrowers), permits and governmental approvals required for the consummation and performance of the Transaction Agreements to which it is a party (except as otherwise provided in Paragraph 3 below). As to certain factual matters material to this opinion, we have relied upon representations and warranties of the U.S. Loan Parties and the Subsidiary Borrowers with respect thereto set forth in the Transaction Agreements or in certificates with respect thereto signed by officers of the U.S. Loan Parties and the Subsidiary Borrowers, to the extent deemed appropriate by us, and we have made no independent investigation thereof, except as expressly indicated herein. We have assumed the accuracy and completeness of the information obtained from public officials and records included in the documents referred to above. We have assumed that there was not any fraud, misrepresentation, omission or deceit by any person in connection sets forth below with the negotiation, execution, delivery and performance of the Transaction Agreements or any of the documents contemplated thereby. We have also assumed the absence of any mutual mistake of fact or misunderstanding, duress or undue influence in the negotiation, execution or delivery of the Transaction Agreements. We have further assumed that there are not any agreements or understandings, written or oral, between or among the U.S. Loan Parties, the Subsidiary Borrowers and the other parties to the Transaction Agreements or any waiver of a right or remedy or usage of trade or course of prior dealings among the parties that would define, alter, supplement or qualify the terms of the Transaction Agreements or the Scheduled Agreements (as hereinafter defined) to which any U.S. Loan Party or Subsidiary Borrower is a party. JPMorgan Chase Bank, N.A., as Administrative Agent Lenders set forth on Schedule A hereto _____, 20__ When, in this opinion, we have used the phrases “to our knowledge,” “known to us” or phrases of like import, such phrases refer only to the present actual knowledge (i.e., conscious awareness) of the attorneys who are presently with this firm and who our records indicate have devoted substantive attention to matters related to the Transaction Agreements. In addition, except as expressly set forth in this letter, we have not, in rendering our opinions in Paragraph 2(d) below, reviewed court or other public records, but rather have relied, solely as to the factual existence of any court orders, suits, actions, proceedings, litigation or investigations of the type referenced therein, on (i) certificates of officers of the U.S. Loan Parties and the Subsidiary Borrowers and (ii) the representations and warranties of the U.S. Loan Parties and the Subsidiary Borrowers contained in the Transaction Agreements. Although, in connection with rendering this opinion, we have made the assumptions set forth above and below and have relied upon the representations, warranties and certificates referenced above, nothing has come to our attention that has caused us to believe that we are not justified in relying on any of such assumptions or on any of such representations, warranties or certificates. We do not assume any responsibility for the accuracy, completeness or fairness of any information, including, but not limited to, financial information, furnished to you by or on behalf of the U.S. Loan Parties and/or the Subsidiary Borrowers concerning the business, assets and affairs of the U.S. Loan Parties and/or the Subsidiary Borrowers or any other information furnished to you by or on behalf of the U.S. Loan Parties and/or the Subsidiary Borrowers or furnished by us as special New York counsel to the U.S. Loan Parties and the Subsidiary Borrowers, except for our conclusions of law in this opinion letter. When the statements in this opinion are qualified by the term “material,” those statements involve judgments and opinions as to the materiality or lack of materiality of any matter to the U.S. Loan Parties, the Subsidiary Borrowers or their respective businesses, prospects, assets or financial conditions, which judgments and opinions are entirely those of the U.S. Loan Parties, the Subsidiary Borrowers and their respective officers, after having been advised by us as to the legal effect and consequences of such Borrowing is requested matters; however, such opinions and judgments are not known to us to be madeincorrect. In rendering the opinions herein with respect to matters of good standing and other matters within the knowledge of public officials, we have relied solely upon certificates of recent date of such officials. JPMorgan Chase Bank, N.A., as Administrative Agent Lenders set forth on Schedule A hereto _____, 20__ Based on the foregoing, and subject to the assumptions and qualifications hereinafter set forth, it is our opinion that: (A) Date 1. Based solely on the advice from the States of Borrowing (their respective incorporation or formation, each of the U.S. Loan Parties has been duly incorporated or formed, is existing and is in good standing under the laws of the state of such U.S. Loan Party’s incorporation or formation. Each U.S. Loan Party has the corporate, limited liability company or limited partnership, as the case may be, power and authority to own its property and to conduct its business as is now being conducted. 2. The execution, delivery and performance by each U.S. Loan Party of the Transaction Agreements to which it is a Business Dayparty (a) September [●]have been duly authorized by all requisite corporate, 2022limited liability company or limited partnership action on the part of such U.S. Loan Party, (b) will not result in a breach of or constitute a default under as applicable, the Articles or Certificate of Incorporation or Bylaws, the Certificate or Articles of Formation or the Limited Liability Company Operating Agreement or the Certificate of Limited Partnership or the Limited Partnership Agreement of such U.S. Loan Party, (c) will not violate any law, rule or regulation of the United States of America or the State of New York or the General Corporation Law of the State of Delaware, or the Limited Liability Company Act of the State of Delaware, (d) will not violate any judgment, order or decree of any court or governmental authority of the United States of America or the State of New York of which we have knowledge, naming any U.S. Loan Party, and (e) will not violate any of the agreements listed on Schedule C hereto (the “Scheduled Agreements”). 3. The execution, delivery and performance by each Subsidiary Borrower of the Transaction Agreements to which it is a party will not result in a breach of or constitute a default under (Ba) Principal Amount any law, rule or regulation of Borrowing $175,000,000 the United States of America or the State of New York or (Cb) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9Scheduled Agreements.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment may be executed in any number of Section 7.06 counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy or other electronic transmission (“Counterparts; Effectiveness; Several Agreement”), Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service such as .pdf or .tif) shall be effective as delivery of Process”) and Section 7.10 (“Waiver a manually executed counterpart of Jury Trial”) are incorporated herein by reference, mutatis mutandisthis Assignment. This Assignment shall be governed by, and construed in accordance with, the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for internal laws of the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, State of New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●]without regard to conflict of laws principles thereof. THIRD RESTATEMENT DATE CERTIFICATE 1. We are, 20226 Ladies respectively, the [ ] and Gentlemen: The undersigned, TEMPUS LABS[ ] of VALEANT PHARMACEUTICALS INTERNATIONAL, INC., a Delaware corporation continued under the federal laws of Canada (the “Borrower”). 2. We have reviewed the terms of Section 3 of the Third Amended and Restated Credit and Guaranty Agreement, refers to the Credit Agreement dated as of September 22February 13, 2022 2012 (as it may be amended, restated, amended and restatedreplaced, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, Ares Capital CorporationXxxxxxx Xxxxx Lending Partners LLC (“GSLP”), X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx Senior Funding, Inc. (“Xxxxxx Xxxxxxx”), as Joint Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, N.A. (“JPMorgan”) and Xxxxxx Xxxxxxx, as Co-Syndication Agents, JPMorgan, as Issuing Bank, GSLP, as Administrative Agent and Collateral Agent, and Ares Capital Management LLCthe other Agents party thereto, as Lead Arranger and Bookrunner. Capitalized terms used herein the definitions and not otherwise defined herein shall have the meanings assigned to provisions contained in such terms in the Credit Agreement. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing relating thereto, and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the matters referred to herein. 3. Based upon our review and examination described in paragraph 2 above and subject in all cases to the last paragraph of Term Loans under Section 3.1 of the Credit Agreement, we certify, on behalf of Borrower, that as of the date hereof, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the Third Restatement Date to the same extent as though made on and as of that connection sets forth below date, except to the terms extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on which and as of such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9earlier date.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by email or telecopy shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree to such termslaw of the State of New York. Ares Capital Corporation __________________, ____ To JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 000 Xxxx XxxxxxXxxxxx Xxx Xxxx, 00xx Floor New York, New York 10167 Xxx Xxxx 00000 Re: Subsidiary Borrower Designation Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers Reference is made to the Amended and Restated Credit Agreement dated as of September 22, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)) dated as of March 21, by 2011, as amended and restated as of June [ ], 2014, among BorrowerBrunswick Corporation, the Subsidiary Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto from time to timeand JPMorgan Chase Bank, Ares Capital CorporationN.A., as Administrative Agent (the “Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner”). Capitalized terms used herein and but not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. The Company hereby designates [____________] (the “Subject Subsidiary”), a wholly‑owned Domestic Subsidiary of the Company and a [corporation] duly organized under the laws of [_____________], as a Subsidiary Borrower hereby gives you notice pursuant to in accordance with Section 2.03 2.21(a) of the Credit Agreement that it requests until such designation is terminated in accordance with Section 2.21(c). The Subject Subsidiary hereby accepts the above designation and hereby expressly and unconditionally accepts the obligations of a Borrowing of Term Loans Subsidiary Borrower and a Loan Party under the Credit Agreement, adheres to the Credit Agreement and in that connection sets forth below agrees and confirms that, upon your execution and return to the Company of the enclosed copy of this letter, it shall be a Subsidiary Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms on which such Borrowing is requested and provisions of the Credit Agreement applicable to be made: it as if it had originally executed the Credit Agreement as a Subsidiary Borrower. Pursuant to Section 10.17 of the Credit Agreement, the Subject Subsidiary hereby authorizes and empowers the Company to act as its representative and attorney‑in‑fact for the purposes of signing documents and giving and receiving notices (A) Date including notices of Borrowing (which is a Business Dayunder the Credit Agreement) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and other communications in connection with the Credit Agreement and the last day thereof8] [ ] (E) Funds are requested transactions contemplated thereby and for the purposes of modifying or amending any provision of the Credit Agreement and further agrees that the Administrative Agent and each Lender may conclusively rely on the foregoing authorization. The Company hereby confirms and agrees that after giving effect to be disbursed this Designation Letter the Guarantee of the Company contained in Article IX of the Credit Agreement shall apply to Xxxxxxxx’s account as follows (Account Noall of the obligations of the Subject Subsidiary under the Credit Agreement. [ ])9The Subject Subsidiary hereby represents and warrants:

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York, without regard to conflict of laws principles. THIS GUARANTY JOINDER AGREEMENT (this “Counterparts; Effectiveness; Several Agreement”), Section 7.07 dated as of _____________, 20__, is by and between [INSERT NEW GUARANTOR], a [INSERT TYPE OF ORGANIZATION] (the “SeverabilitySubsidiary”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by referenceTHE BANK OF TOKYO-MITSUBISHI UFJ, mutatis mutandisLTD., and the parties hereto agree to such terms. Ares Capital Corporation in its capacity as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies under that certain Amended and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers to the Restated Credit Agreement dated as of September 22, 2022 (as it may be amended, restatedmodified, amended and restated, restated or supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of May 25, 2017, by and among Omega Healthcare Investors, Inc. (the “Borrower”), the Guarantors party thereto, the Lenders party thereto from time to timeand The Bank of Tokyo-Mitsubishi UFJ, Ares Capital CorporationLtd., as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Borrower hereby gives you notice pursuant to The Credit Parties are required under the provisions of Section 2.03 6.15 of the Credit Agreement that to cause the Subsidiary to become a “Guarantor”. Accordingly, the Subsidiary hereby agrees as follows with the Administrative Agent, for the benefit of the Lenders: 1. The Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary will be deemed to be a party to the Guaranty and a “Guarantor” for all purposes of the Guaranty, and shall have all of the obligations of a Guarantor thereunder as if it requests had executed the Guaranty. The Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantor contained in the Guaranty. Without limiting the generality of the foregoing terms of this paragraph 1, the Subsidiary hereby (i) jointly and severally together with the other Guarantors, guarantees to each Lender and the Administrative Agent, the prompt payment and performance of the Obligations in full when due (whether at stated maturity, as a Borrowing mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. 2. The address of Term Loans under the Subsidiary for purposes of all notices and other communications is described on Schedule 10.02 of the Credit Agreement, and in that connection sets forth below . 3. The Subsidiary hereby waives acceptance by the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period Administrative Agent and the last day thereof8] [ ]Lenders of the guaranty by the Subsidiary upon the execution of this Agreement by the Subsidiary. (E) Funds are requested 4. This Agreement may be executed in one or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. 5. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York, without regard to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9conflict of laws principles.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 20 Insert only if an Affiliate of the Borrower/Sponsor is an Assignee under this Assignment and Assumption. Citibank, N.A. Citibank Delaware 0000 Xxxxx Xxxx OPS III New Castle, DE 19720 Re: Credit Agreement, dated as of August [ ], 2011, among IVD Acquisition Corporation, a Georgia corporation (which on the Closing Date shall be merged with and into Immucor, Inc., a Georgia corporation (the “Counterparts; Effectiveness; Several AgreementCompany”), Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandis, and with the parties hereto agree to Company surviving such terms. Ares Capital Corporation merger as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation Borrower (the “Borrower”)), refers IVD Intermediate Holdings B Inc. (“Holdings”), the Lenders from time to time party thereto, and Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (the “Credit Agreement”). Dear Sir: The undersigned (the “Proposed Affiliate Assignee”) hereby gives you notice, pursuant to Section 10.07(h)(iv) of the Credit Agreement, that (a) it has entered into an agreement to purchase via assignment a portion of the Term Loans under the Credit Agreement, (b) the assignor in the proposed assignment is [ ], (c) immediately after giving effect to such assignment, the Proposed Affiliate Assignee will be an Affiliated Lender, (d) the principal amount of Term Loans to be purchased by such Proposed Affiliate Assignee in the assignment contemplated hereby is: $ , (e) the aggregate amount of all Term Loans held by such Proposed Affiliate Assignee and each other Affiliated Lender after giving effect to the assignment hereunder (if accepted) is $[ ], (f) it, in its capacity as a Term Lender under the Credit Agreement Agreement, hereby waives any right to bring any action against the Administrative Agent with respect to the Term Loans that are the subject of the proposed assignment hereunder, and (g) the proposed effective date of the assignment contemplated hereby is [ , 20 ]. Very truly yours, [EXACT LEGAL NAME OF PROPOSED AFFILIATE ASSIGNEE] By: Name: Title: Phone Number: Fax: Email: Date: Reference is made to that certain Credit Agreement, dated as of September 22August [ ], 2022 2011 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by among IVD Acquisition Corporation, a Georgia corporation (which on the Closing Date shall be merged with and among into Immucor, Inc., a Georgia corporation (the “Company”), with the Company surviving such merger as the Borrower (the “Borrower”)), the Lenders party thereto IVD Intermediate Holdings B Inc., a Delaware corporation, each Lender from time to timetime party thereto (collectively, Ares Capital Corporationthe “Lenders”), and Citibank, N.A., as Administrative Agent, Swing Line Lender and Ares Capital Management LLC, as Lead Arranger and BookrunnerL/C Issuer. Capitalized terms used herein and but not otherwise defined herein shall have the meanings assigned to such terms them in the Credit Agreement. Borrower hereby gives you notice (the “Foreign Lender”) is providing this certificate pursuant to Section 2.03 3.01(b) of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, . The Foreign Lender hereby represents and in that connection sets forth below the terms on which such Borrowing is requested to be madewarrants that: 1. It is the sole record and beneficial owner of the Loan(s) (Aas well as any Note(s) Date evidencing such Loan(s)) in respect of Borrowing (which it is providing this certificate; 2. It is not a Business Day“bank” for purposes of Section 881(c)(3)(A) September [●], 2022of the Code; (B3. It is not a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9Code;

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and permitted assigns. The provisions This Affiliated Lender Assignment and Assumption may be executed in any number of Section 7.06 (counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by facsimile or by email as a “Counterparts; Effectiveness; Several Agreement”), Section 7.07 (.pdf’ or “Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service .tiff’ attachment shall be effective as delivery of Process”) a manually executed counterpart of this Affiliated Lender Assignment and Section 7.10 (“Waiver Assumption. This Affiliated Lender Assignment and Assumption shall be construed in accordance with and governed by the laws of Jury Trial”) are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor State of New York. The Administrative Agent, New York 10167 acting as a non-fiduciary agent of the Borrower, shall record this Assignment and Assumption in the Register as of the Effective Date. Bank of America, N.A. 100 X. Xxxxx Street Mail Code: NC1-001-05-46 Cxxxxxxxx, XX 00000 Attention: Middle Office DL EmailRxxxxx Xxxxxx Telephone: xxxxxx@xxxxxxxx.xxx900-000-0000; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September Telecopier: 600-000-0000 Electronic Mail: Rxxxxx.xxxxxx@xxxx.xxx [●] [●], 20226 20[●]11 Ladies and Gentlemen: The undersignedReference is hereby made to that certain First Lien Credit Agreement, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers to the Credit Agreement dated as of September 22August 4, 2022 2017 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Credit Agreement”), by and among Hayward Industries, Inc., a New Jersey corporation (as survivor of the Merger (as defined in the First Lien Credit Agreement) with Hayward Acquisition Corp., a New Jersey corporation) (the “Borrower”), Hayward Intermediate, Inc., a Delaware corporation (“Holdings”), the Lenders party thereto from time to timetime party thereto including, Ares Capital CorporationBank of America, N.A. in its capacities as administrative agent and collateral agent (the “Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Borrower The undersigned hereby gives you notice (the “Borrowing Request”) pursuant to Section 2.03 of the First Lien Credit Agreement that it requests of its request of a Borrowing of Term Loans (the “Requested Borrowing”) under the First Lien Credit Agreement, and in that connection sets forth below the terms on which such the Requested Borrowing is requested to be made: (A) Date of Requested Borrowing (which is shall be a Business Day) September [●]] 11 For Borrowings after the Closing Date, 2022must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tiff”)) not later than (i) 2:00 p.m. three (3) Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Loans (or two Business Days in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) or (ii) by 12:00 p.m. (Noon) on the requested date of any Borrowing of ABR Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing (or such later time as shall be reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. (B) Principal Aggregate Amount of Borrowing Requested Borrowing12 $175,000,000[●] (C) Type of Borrowing7 [ Requested Borrowing13 [●] (D) Class of Requested Borrowing [Interest Period and the last day thereof8] [ ●] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows Interest Period14 (in the case [●] of a LIBO Rate Borrowing) (F) Amount, Account Number and Location Amount $[●] Bank: [●] ABA No.: [●] Account No.: [●] Account Name: [●] [The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Requested Borrowing: (A) The representations and warranties of the Loan Parties set forth in the First Lien Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of the Requested Borrowing with the same effect as though such representations and warranties had been made on and as of the date of such Requested Borrowing; provided that (A) to the extent that any representation and warranty specifically refers to a given date or period, it is true and correct in all material respects as of such date or for such period and (B) if any such representation is qualified by or subject to a Material Adverse Effect or other “materiality” qualification, such representation is true and correct in all respects. (B) At the time of and immediately after giving effect to the Requested Borrowing, no Default or Event of Default exists.]15 12 Subject to Section 2.02(c) of the First Lien Credit Agreement. 13 State whether a LIBO Rate Borrowing or ABR Borrowing. If no Type of Requested Borrowing is specified, then the Requested Borrowing shall be an ABR Borrowing. 14 Must be a period contemplated by the definition of “Interest Period”. If no Interest Period is specified, then the Interest Period shall be of one-month’s duration. 15 Include bracketed language only for Borrowings after Closing Date other than (i) Incremental Loans made in connection with any acquisition to the extent not otherwise required by the applicable Additional Lenders and (ii) Borrowings under any Refinancing Amendment and/or Extension to the extent not otherwise required by the applicable lenders in respect thereof. [This Borrowing Request (and the Requested Borrowing) is conditioned on the consummation of [ ])916 prior to or substantially simultaneously with the Requested Borrowing.]17 16 Identify applicable permitted acquisition, investment or irrevocable repayment or redemption of Indebtedness that such Borrowing is being used to fund.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION AND ANY CLAIM, CONTROVERSY OR DISPUTE UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT (“Counterparts; Effectiveness; Several Agreement”AT LAW OR IN EQUITY), Section 7.07 (“Severability”)TORT OR ANY OTHER THEORY, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by referenceSHALL BE GOVERNED BY, mutatis mutandisAND CONSTRUED IN ACCORDANCE WITH, and the parties hereto agree to such termsTHE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW. Ares Capital Corporation Xxxxxxx Xxxxx Bank USA, as Administrative Agent for the Lenders party to the Credit Agreement referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABSSocial Finance, INC., a Delaware corporation Inc. (the “Borrower”), refers to the Revolving Credit Agreement Agreement, dated as of September 2227, 2022 2018 (as amended, restated, amended and restated, modified, extended and/or supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), by and among the Borrower, the Lenders party thereto lenders from time to timetime party thereto (each a “Lender” and collectively, Ares Capital Corporationthe “Lenders”), the issuing banks from time to time party thereto (collectively, the “Issuing Banks”) and you, as Administrative AgentAgent for such Lenders and Issuing Banks, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Borrower hereby gives you notice notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement Agreement, that it the undersigned hereby requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which information relating to such Borrowing is requested to be made(the “Proposed Borrowing”) as required by Section 2.03 of the Credit Agreement: (Ai) Date The Business Day of the Proposed Borrowing is _, 20_.5 (which ii) The aggregate principal amount of the Proposed Borrowing is [ ]. The currency of the requested Borrowing is [ ].6 (iii) The Proposed Borrowing is to consist of [ABR Loans][Eurodollar Loans][EURIBOR Loans]. (iv) [The initial Interest Period for the Proposed Borrowing is [one/two/three/six]/ [twelve months/insert period less than one month]7.]8 5 In the case of a Eurodollar Borrowing denominated in Dollars or a EURIBOR Borrowing, shall be a Business DayDay at least three Business Days after the date hereof; provided that any such notice shall be deemed to have been given on a certain day only if given before 1:00 p.m. (Local Time). In the case of a Eurodollar Borrowing denominated in any Permitted Foreign Currency (other than Euros), shall be a Business Day at least four Business Days after the date hereof; provided that any such notice shall be deemed to have been given on a certain day only if given before 1:00 p.m. (local time). In the case of ABR Loans, shall be a Business Day either (x) September [●], 2022 at least one Business Day after the date hereof (Bprovided that any such notice shall be deemed to have been given on a certain day only if given before 1:00 p.m. (New York City time)) Principal Amount of Borrowing $175,000,000 or (Cy) Type of Borrowing7 [ ] that is the date hereof (D) [Interest Period and the last provided that any such notice shall be deemed to have been given on a certain day thereof8] [ ] only if given before 12:00 p.m. (E) Funds are requested New York City time)). 6 Currency to be disbursed to Xxxxxxxx’s account as follows (Account NoDollars or a Permitted Foreign Currency. [ ])97 Interest Periods of twelve or less than one month only available with the consent of each Lender.

General Provisions. This Assignment and Assumption shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the law of the State of New York. XXXXXXX XXXXXXX& XXXXXXXX LLP 000 XXXXXXXXX XXXXXX XXX XXXX, X.X. 00000-0000 FACSIMILE: (000) 000-0000 DIRECT DIAL NUMBER E-MAIL ADDRESS Deutsche Bank AG, Canada Branch, as Administrative Agent under the Credit Agreement, as hereinafter defined (the “Counterparts; Effectiveness; Several Agreement”), Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of ProcessAdministrative Agent”) and Section 7.10 (“Waiver of Jury Trial”) The Lenders listed on Schedule I hereto which are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers to the Credit Agreement on the date hereof Re: Holdings Credit Agreement dated as of September 22August 28, 2022 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among SMART Technologies (Holdings) Inc. (the “Company”), by the lending institutions identified in the Credit Agreement (the “Lenders”) and among Borrowerthe Administrative Agent Ladies and Gentlemen: We have acted as counsel to the Company in connection with the preparation, execution and delivery of the following documents: (i) the Credit Agreement and (ii) the Notes delivered to the Lenders party thereto from time on the date hereof. The documents described in the foregoing clauses (i) and (ii) are collectively referred to timeherein as the “Credit Documents”. Unless otherwise indicated, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized capitalized terms used herein and but not otherwise defined herein shall have the respective meanings assigned to such terms set forth in the Credit Agreement. Borrower hereby gives This opinion is furnished to you notice pursuant to Section 2.03 4.01(a)(iv) of the Credit Agreement that it requests a Borrowing of Term Loans under Agreement. In connection with this opinion, we have examined (i) the Credit Agreement, signed by the Company and by the Administrative Agent and certain of the Lenders and (ii) the Notes, signed by the Company. We also have examined the originals, or duplicates or certified or LOS ANGELES PALO ALTO WASHINGTON, D.C. HONG KONG LONDON TOKYO XXXXXXX XXXXXXX & XXXXXXXX LLP August 28, 2007 conformed copies, of such records, agreements, instruments and other documents and have made such other investigations as we have deemed relevant and necessary in connection with the opinions expressed herein. As to questions of fact material to this opinion, we have relied upon certificates of public officials and of officers and representatives of the Company. In addition, we have examined, and have relied as to matters of fact upon, the representations made in the Credit Documents. In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. In rendering the opinion set forth in paragraph 1 below we have assumed that (1) each of the Credit Documents is a valid and legally binding obligation of each of the parties thereto other than the Company, (2) the Company is validly existing and in that connection sets good standing under the laws of the jurisdiction in which it is organized and has duly authorized, executed and delivered each of the Credit Documents in accordance with its organizational documents, (3) execution, delivery and performance by the Company of the Credit Documents do not violate the laws of Canada or any province thereof or any other applicable laws (excepting the law of the State of New York and the federal laws of the United States) and (4) execution, delivery and performance by the Company of the Credit Documents do not constitute a breach or violation of any agreement or instrument which is binding upon the Company. Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth below herein, we are of the opinion that: 1. Each Credit Document constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms. 2. The execution and delivery by the Company of the Credit Documents, the Company’s borrowings in accordance with the terms on which such Borrowing of the Credit Documents and performance of the Company’s payment obligations thereunder assuming that proceeds of the borrowings will be used in accordance with the terms of the Credit Documents, will not result in any violation of any Federal or New York statute or any rule or regulation issued pursuant to any New York or Federal statute or any order known to us issued by any court or governmental agency or body. XXXXXXX XXXXXXX & XXXXXXXX LLP August 28, 2007 3. No consent, approval, authorization, order, filing, registration or qualification of or with any Federal or New York governmental agency or body is requested to be made: (A) Date required for the execution and delivery by the Company of Borrowing (which is a Business Day) September [●]the Credit Documents, 2022 (B) Principal Amount the borrowings by the Company in accordance with the terms of Borrowing $175,000,000 (C) Type the Credit Documents or the performance by the Company of Borrowing7 [ ] (D) [Interest Period and its payment obligations under the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9Credit Documents.

General Provisions. This Assignment and Assumption Acceptance shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. Each party hereto acknowledges and agrees that the Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with Section 7.06 9.04(k)(iv) or any purported assignment exceeding the Affiliated Lender Cap (“Counterpartsit being understood and agreed that the Affiliated Lender Cap is intended to apply to any Loans made available to Affiliated Lenders by means other than formal assignment (e.g., as a result of an acquisition of another Lender (other than any Debt Fund Affiliate) by any Affiliated Lender or the provision of Incremental Term Loans by any Affiliated Lender); Effectiveness; Several Agreement”provided, further, that to the extent that any assignment to any Affiliated Lender would result in the aggregate principal amount of all Term Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap (after giving effect to any substantially simultaneous cancellations thereof), Section 7.07 (“Severability”)the assignment of the relevant excess amount shall be null and void. JPMorgan Chase Bank, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) N.A. 0000 Xxxxxxxx Xxxxxxx Xx, Floor 02 Newark, DE, 19713-3159 United States ATTN: Xxxxxxxxx Xxxx and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Xxxxxx Xxxxxx Ladies and Gentlemen: The undersigned, TEMPUS LABSDayforce, INC.Inc., a Delaware corporation (the “Borrower”), as Borrower refers to the Credit Agreement dated as of September 22February 29, 2022 2024 (as amended, restated, amended and restated, supplemented or and/or otherwise modified from time to timetime and in effect on the date hereof, the “Credit Agreement”), by and among the Borrower, the Lenders party thereto lenders from time to timetime party thereto (the “Lenders”) and JPMorgan Chase Bank, Ares Capital CorporationN.A., as Administrative Agent, Agent and Ares Capital Management LLC, as Lead Arranger Collateral Agent (such terms and Bookrunner. Capitalized terms each other capitalized term used herein and but not otherwise defined herein shall have having the meanings assigned to such terms meaning given it in Article I of the Credit Agreement). The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection with such borrowing sets forth below the terms on which such the Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions of Section 7.06 This Assignment and Assumption may be executed in counterparts (“Counterparts; Effectiveness; Several Agreement”and by different parties hereto on different counterparts), Section 7.07 (“Severability”)each of which shall constitute an original, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service but all of Process”) which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by facsimile or other electronic imaging shall be effective as delivery of Jury Trial”) are incorporated herein a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by referencethe law of the Commonwealth of Pennsylvania. ​ ​ ​ TO: PNC Bank, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation National Association as Administrative Agent for the Lenders referred to below PNC Firstside Center 000 Xxxx XxxxxxXxxxx Xxxxxx Xxxxxxxxxx, 00xx Floor New York, New York 10167 XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Middle Office DL EmailAgency Services ​ FROM: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●]Bentley Systems, 20226 Ladies Incorporated RE: Amended and Gentlemen: The undersignedRestated Credit Agreement, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers to the Credit Agreement dated as of September 22December 19, 2022 2017 (as it may be amended, restated, amended and restated, supplemented modified or otherwise modified from time to timesupplemented, the “Credit Agreement”), by and among Bentley Systems, Incorporated (the “Borrower”), the Lenders party thereto from time to timeand PNC Bank, Ares Capital CorporationNational Association, as the administrative agent (the “Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. ”) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned ascribed to such terms in them by the Credit Agreement. Borrower hereby gives you This notice pursuant constitutes an Interest Election Request. Pursuant to Section 2.03 2.07 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be madeundersigned Borrower irrevocably requests: (A1.( a) Date Renewal of a Eurocurrency Borrowing applicable to an outstanding ________________ [specify Class of Loan -- Revolving Loan or Term Loan] originally made on __________ __, ____ OR Conversion of an ABR Borrowing applicable to an outstanding ________________ [specify Class of Loan -- Revolving Loan or Term Loan] originally made on _____________ to a Eurocurrency Borrowing, OR Conversion of a Eurocurrency Borrowing applicable to an outstanding ________________ [specify Class of Loan -- Revolving Loan or Term Loan] originally made on __________ __, ____ to an ABR Loan. 1.( b)(i) Conversion to ABR Borrowing. Such Eurocurrency Borrowing shall convert to an ABR Borrowing on _____________, __ (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and date shall be the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account Noof the preceding Interest Period for the Eurocurrency Loans being converted). [ ])9OR ​ ​ ​

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment 1 Describe Credit Agreement at option of Section 7.06 Administrative Agent. and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 1. Secured Credit Agreement (the “Counterparts; Effectiveness; Several Credit Agreement”)) by and among Network Appliance, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC.Inc., a Delaware corporation (the “Borrower”), refers to the Credit Agreement dated as of September 22, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified institutions from time to time, time parties thereto as Lenders (the “Credit AgreementLenders”) and JPMorgan Chase Bank, National Association, in its capacity as Administrative Agent for itself and the other Lenders (the “Administrative Agent”), by and among Borrower, evidencing a cash secured revolving credit facility to the Borrower from the Lenders party thereto from time in an initial aggregate principal amount of $250,000,000. Exhibit A — Form of Assignment and Assumption Exhibit B — Form of Opinion of Loan Parties’ Counsel Exhibit C — List of Closing Documents Exhibit D — Form of Subsidiary Guaranty Exhibit E — Form of Pledge Agreement Exhibit F-1 — Form of Tri-Party Control Agreement Exhibit F-2 — Form of Safekeeping Control Agreement Exhibit G — Margin Requirements Exhibit H — Form of Compliance Certificate Exhibit I — Form of Increasing Lender Supplement Exhibit J — Form of Augmenting Lender Supplement 2. Disclosure Letter executed by the Borrower in favor of the Administrative Agent and the Lenders. 3. Notes executed by the Borrower in favor of each of the Lenders, if any, which has requested a note pursuant to time, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Section 2.10(e) of the Credit Agreement. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. 6 Describe Credit Agreement at option of Process”) Administrative Agent. Acceptance and Section 7.10 (“Waiver adoption of Jury Trial”) are incorporated herein the terms of this Assignment and Assumption by reference, mutatis mutandis, the Assignee and the parties hereto agree Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the law of the State of New York, but giving effect to such termsfederal laws applicable to national banks. Ares Capital Corporation January 13, 2014 To the Lenders, the Issuing Bank and the Administrative Agent referred to below c/o JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 000 Xxxx XxxxxxXxxxxx Xxx Xxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Xxx Xxxx 00000 Ladies and Gentlemen: The undersignedWe have acted as special U.S. counsel to Lifetime Brands, TEMPUS LABS, INC.Inc., a Delaware corporation (the “BorrowerCompany”), refers Pfaltzgraff Factory Stores, Inc., a Delaware corporation (“Pfaltzgraff”), TMC Acquisition Inc., a Delaware corporation (“TMC”) and Lifetime Delaware Holdings, LLC, a Delaware limited liability company (“Holdings”) (the Company, Pfaltzgraff, TMC and Holdings are hereinafter sometimes referred to collectively as the “U.S. Loan Parties” and each singly as a “U.S. Loan Party”), in connection with the execution and delivery by the U.S. Loan Parties to JPMorgan Chase Bank, N.A., as Administrative Agent (when acting in such capacity, the “Administrative Agent”) and a Co-Collateral Agent of that certain Second Amended and Restated Credit Agreement Agreement, dated as of September 22, 2022 even date herewith (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrowerthe Company, the Lenders party thereto Foreign Subsidiary Borrowers from time to timetime party thereto, Ares Capital Corporationthe other Loan Parties from time to time party thereto, the banks and other financial institutions identified therein as Lenders, the Administrative Agent and HSBC Bank USA, National Association, as Administrative a Co-Collateral Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized This opinion is furnished to you pursuant to the provisions of Section 4.01(a) of the Credit Agreement. All capitalized terms used herein and not otherwise defined herein but defined in the Credit Agreement shall have the meanings assigned given to such terms in the Credit Agreement, and if not defined therein, then the meanings given to such terms in the U.S. Security Agreement (as defined below). Borrower hereby gives you notice pursuant to Section 2.03 In connection with this opinion letter, we have examined, among other documents, copies of the Credit Agreement that it requests a Borrowing of Term Loans under following documents in the forms executed and delivered on the date hereof (collectively, the “Loan Documents”): 1. The Credit Agreement; and 2. A certain Second Amended and Restated Pledge and Security Agreement, dated of even date herewith (the “U.S. Security Agreement”), by and between the Company, the Subsidiaries of the Company listed on the signature pages thereto (together with the Company, the “U.S. Grantors”), and in that the Administrative Agent. The Lenders, the Issuing Bank and the Administrative Agent January 13, 2014 In connection sets forth below with this opinion letter, we have also examined the terms on which such Borrowing is requested to be made:following (collectively, the “UCC-1 Financing Statements”): (Aa) Date a certain UCC-1 Financing Statement (the “UCC-1 Financing Statement - Company”) naming the Company as debtor and the Administrative Agent as secured party, which was filed on June 11, 2010 with the Delaware Secretary of Borrowing State (the “Delaware Secretary of State”) as Instrument No. 20102047839, a copy of which is a Business Day) September [●], 2022attached hereto as Exhibit A; (b) a certain UCC-1 Financing Statement (the “UCC-1 Financing Statement - Pfaltzgraff”) naming Pfaltzgraff as debtor and the Administrative Agent as secured party, which was filed on June 11, 2010 with the Delaware Secretary of State as Instrument No. 20102047805, a copy of which is attached hereto as Exhibit B) Principal Amount of Borrowing $175,000,000; (c) a certain UCC-1 Financing Statement (the “UCC-1 Financing Statement - TMC”) naming TMC as debtor and the Administrative Agent as secured party, which was filed on June 11, 2010 with the Delaware Secretary of State as Instrument No. 20102047854, a copy of which is attached hereto as Exhibit C) Type of Borrowing7 [ ]; and (Dd) [Interest Period a certain UCC-1 Financing Statement (the “UCC-1 Financing Statement - Holdings”) naming Holdings as debtor and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account Administrative Agent as follows (Account secured party, which was filed on October 28, 2011 with the Delaware Secretary of State as Instrument No. [ ])920114187012, a copy of which is attached hereto as Exhibit D.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 counterparts (“Counterparts; Effectiveness; Several Agreement”and by different parties hereto on different counterparts), Section 7.07 (“Severability”)each of which shall constitute an original, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service but all of Process”) which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by facsimile or other electronic imaging shall be effective as delivery of Jury Trial”) are incorporated herein a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by referenceand construed in accordance with the laws of the State of New York. EXHIBIT B JPMorgan Chase Bank, mutatis mutandisN.A., and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 00 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention of X.X. Xxxxxx Loan & Agency Servicing (Telecopy No. (000) 000-0000) with a copy to, JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx, 00xx Floor New YorkXxxxx Xxx Xxxx, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Xxx Xxxx 00000 Attention of Xxxxxx X. Xxxxxx (Telecopy No. (000) 000-0000) Ladies and Gentlemen: The undersignedReference is made to the 364-Day Bridge Credit Agreement dated as of January [11], TEMPUS LABS2016 (as amended, INC.supplemented or otherwise modified as of the date hereof, a Delaware corporation the “Credit Agreement”) among Aspen Technology, Inc. (the “Borrower”), refers to the Credit Agreement dated as of September 22, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, the Lenders party thereto from time to timeand JPMorgan Chase Bank, Ares Capital CorporationN.A., as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and but not otherwise defined herein shall have the meanings assigned to such terms specified in the Credit Agreement. This notice constitutes a Borrowing Request and the Borrower hereby gives you notice notice, pursuant to Section 2.03 of the Credit Agreement Agreement, that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below therewith specifies the terms on which following information with respect to such Borrowing is requested to be madeBorrowing: (A) Aggregate principal amount of Borrowing :(6) (B) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000): (C) Type of Borrowing7 [ ]Borrowing:(7) (D) [Interest Period and the last day thereof8] [ ]thereof:(8) (E) Funds Location and number of the Borrower’s account to which proceeds of the requested Borrowing are requested to be disbursed to Xxxxxxxx’s account as follows disbursed: [Name of Bank] (Account No. [ ].: )9

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Acceptance and adoption of Process”) the terms of this Assignment and Section 7.10 (“Waiver Assumption by the Assignee and the Assignor by Electronic Signature or delivery of Jury Trial”) are incorporated herein an executed counterpart of a signature page of this Assignment and Assumption by reference, mutatis mutandisany Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree to such termslaw of the State of Texas. Ares Capital Corporation JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 000 Xxxx XxxxxxLoan Agency Services Group 00 Xxxxx Xxxxxxxx, 00xx Floor New YorkX0 Xxxxx Xxxxxxx, New York 10167 Xxxxxxxx 00000 Attention: Middle Office DL EmailXxxxxx Xxxx Re: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Xxxxx Corporation Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers Reference is made to the Credit Agreement dated as of September 22July 29, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Xxxxx Corporation (the “Borrower”), by and among Borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings specified in the Credit Agreement. The Borrower hereby requests a Borrowing under the Credit Agreement, and, as required by Section 2.03 of the Credit Agreement, specifies the following information for such Borrowing (the “Proposed Borrowing”): (a) The date of the Proposed Borrowing (which shall be a Business Day) is __________, 20___. (b) The Type and amount of, and, in the case of a Term Benchmark Borrowing, the initial Interest Period applicable to, the Loans comprising the Proposed Borrowing are: _____ Term Benchmark Loans in an aggregate amount of $__________ with an Interest Period of: _____ one (1) month _____ three (3) months _____ six (6) months _____ ABR Loans in an aggregate amount of $__________. (c) The location and number of account to which funds are to be disbursed is: __________________ __________________ The Borrower hereby certifies that after giving effect to the Proposed Borrowing, the total Revolving Credit Exposure will not exceed the total Commitments. The Borrower hereby further certifies that on the date hereof all applicable conditions to the Proposed Borrowing set forth in Article IV of the Credit Agreement have been satisfied and that the Proposed Borrowing complies with the terms of the Credit Agreement, and by acceptance of the proceeds of the Proposed Borrowing, the Borrower will be deemed to have recertified the foregoing on the date of the Proposed Borrowing. Sincerely, By: Name: Title: JPMorgan Chase Bank, N.A., as Administrative Agent Loan Agency Services Group 00 Xxxxx Xxxxxxxx, X0 Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx Xxxx Re: Xxxxx Corporation Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of July 29, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, Ares Capital Corporationthe “Credit Agreement”) among Xxxxx Corporation (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein Terms defined in the Credit Agreement and not otherwise defined herein shall have are used herein with the meanings assigned to such terms specified in the Credit Agreement. The Borrower hereby gives you notice pursuant of an election to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term [convert/continue] Loans under the Credit Agreement, and in that connection sets forth below and, as required by Section 2.07 of the terms on which Credit Agreement, specifies the following information for such Borrowing is requested to be madeelection: (Aa) Date The effective date of Borrowing the election made pursuant to this Interest Election Request (which is shall be a Business Day) September [●]is __________, 202220__. (Bb) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [The Loans to which this Interest Period and the last day thereof8] [ ] (E) Funds Election Request applies are requested to be disbursed to Xxxxxxxx’s account described as follows (Account No. [ ])9follows:

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by telecopy shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree to such termslaw of the State of New York. Ares Capital Corporation as Administrative Agent for To the Lenders party to the Credit Agreement referred to below and JPMorgan Chase Bank, N.A., as Administrative Agent, 000 Xxxx XxxxxxXxxxxx Xxx Xxxx, 00xx Floor New YorkXxx Xxxx 00000 X.X.X. Dear Sirs, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●]I am Executive Vice President and General Counsel of XL Capital Ltd and I am familiar with the affairs of XL Insurance (Bermuda) Ltd and XL Re Ltd (collectively, 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “BorrowerAccount Parties” and each an “Account Party”), refers . I am furnishing this opinion to you pursuant to Section 5.01(b)(i) of the Credit Agreement dated as of September 22May 9, 2022 (2006, between X.L. America, Inc. and the Account Parties, as amended, restated, amended account parties and restated, supplemented or otherwise modified from time to timeguarantors, the Lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Credit Agreement”). Unless otherwise defined herein, by and among Borrower, the Lenders party thereto from time to time, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such those terms in the Credit Agreement. Borrower hereby gives In this connection, I have examined the Agreement. For purposes of this opinion I have been informed that you notice are receiving an opinion of Xxxxxxx X. XxXxxxx, Executive Vice President and General Counsel of X.L. America, Inc., and opinions of Xxxxxx Xxxxxx & Xxxxxxx llp, Xxxxxxx, Xxxx & Xxxxxxx and Xxxxxxx Xxxxxxxx Xxxxxx, special New York, Bermuda and Cayman Islands legal counsel, respectively, for the Account Parties, as to, among other things, the Account Parties each having all the requisite power and authority and having taken all necessary corporate or other action to execute and deliver (and having duly authorized, executed and delivered) the Agreement. I have not independently verified any of the matters contained in such opinions or made any investigations in connection with any such matters. I have examined and relied upon the representations, warranties and covenants contained in the Agreement, certificates of public officials and of other officers of each of the Account Parties and such other documents and records as I deemed relevant and necessary as a basis for the opinions hereinafter expressed. In rendering the opinions set forth below, I have assumed that the signatures on documents and instruments examined by me as originals are authentic and that all documents submitted to me as copies conform with the originals, which facts I have not independently verified. Based upon the foregoing, and subject to the assumptions, exceptions and qualifications set forth herein, I am of the opinion that: 1. To my knowledge after due inquiry, except as disclosed in XL Capital Ltd’s annual report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2005 and as routinely encountered in claims activity, there is no litigation or governmental proceeding by or against any Account Party or any Subsidiary of any Account Party pending or threatened which could reasonably be expected (in light of reserves and total shareholder equity of such Account Party and after taking into account such Account Party’s business and activities) to have a Material Adverse Effect if adversely determined. 2. Neither the execution and delivery of the Agreement or any other documents or instruments executed or delivered in connection with the Agreement, the consummation of the transactions therein contemplated, nor compliance with the terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the articles of incorporation or by-laws or other organizational documents of any Account Party or of any applicable law or of any material agreement or instrument of which I have knowledge after due inquiry to which any Account Party is a party or by which it is bound or to which it is subject, or constitute a default thereunder or result in the creation or imposition of any Lien of any nature whatsoever upon any of the property of any Account Party pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the terms of any such agreement or instrument, in each case, which conflict, default or Lien could reasonably be expected to have a Material Adverse Effect if adversely determined. 3. To my knowledge, no Account Party is in violation of any charter document, corporate minute or resolution or any instrument or agreement of which I have knowledge after due inquiry, in each case binding on it or affecting its property in any manner which such Borrowing is requested to be made: (A) Date of Borrowing (which is could have a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9Material Adverse Effect.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”)which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service and construed in accordance with, the law of Process”) and Section 7.10 (“Waiver the State of Jury Trial”) are incorporated herein by referenceNew York. U.S. Bank National Association, mutatis mutandisas Administrative Agent, and the Lenders that are parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders Credit Agreement referred to below 000 Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention00000 Loan Admin Contact: Middle Office DL Xxxx Xxxxxxxx Email: xxxxxx@xxxxxxxx.xxxxxxx.xxxxxxxx@xxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxxxxxxxxxx.xxxxxx@xxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 xxxxx.xxxxxx0@xxxxxx.xxx; Xxxxxxxxxxxxxxxxxxxxxxxxxxxx0@xxxxxx.xxx Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation Atlantic City Electric Company (the “Borrower”), refers to the Credit Agreement, dated as of May 23, 2018, as amended, among the Borrower, various financial institutions and U.S. Bank National Association, as Administrative Agent (as amended, modified or supplemented from time to time, the “Credit Agreement”), and hereby gives you notice, irrevocably, pursuant to Section 2.02(a) of the Credit Agreement that the undersigned requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.02(a) of the Credit Agreement: (i) The Type of Advances to be made in connection with the Proposed Borrowing is [Base Rate Advances] [Eurodollar Advances]. (ii) The aggregate amount of the Proposed Borrowing is $62,500,000. (iii) The Interest Period for each Eurodollar Advance made as part of the Proposed Borrowing is [ month[s]]. The undersigned hereby authorizes, directs and requests the Administrative Agent to disburse the proceeds of the Proposed Borrowing to [____] via [____]. The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing: (A) the representations and warranties of the undersigned contained in Section 4.01 of the Credit Agreement are correct, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (B) no event has occurred and is continuing, or would result from the Proposed Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or Unmatured Event of Default; and (C) after giving effect to the Proposed Borrowing, the undersigned will not have exceeded any limitation on its ability to incur indebtedness (including any limitation imposed by any governmental or regulatory authority). Very truly yours, ATLANTIC CITY ELECTRIC COMPANY By: Name: Title: Atlantic City Electric Company (“Borrower”) promises to pay to _____________ (“Lender”) the aggregate unpaid principal amount of all Advances made by Lender to Borrower pursuant to the Credit Agreement (as defined below), at the main office of U.S. Bank National Association, in New York, New York, as Administrative Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Credit Agreement. Borrower shall pay the principal of and accrued and unpaid interest on the Advances in full on the Termination Date. Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of the Advances and the date and amount of each principal payment hereunder. This note (this “Note”) is one of the notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement dated as of September 22May 23, 2022 2018 (as amended, restated, further amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, the Lenders party thereto various financial institutions from time to timetime made party as Lenders thereto, Ares Capital Corporationand U.S. Bank National Association, as Administrative AgentAgent and a Lender. The Credit Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and Ares Capital Management LLC, as Lead Arranger and Bookrunnerconditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein shall have are used with the meanings assigned attributed to such terms them in the Credit Agreement. All payments hereunder shall be made in lawful money of the United States of America and in immediately available funds. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. ATLANTIC CITY ELECTRIC COMPANY By____________________________________ Name: Title: Pursuant to the Credit Agreement, dated as of May 23, 2018, as amended, among Atlantic City Electric Company (the “Borrower”), various financial institutions and U.S. Bank National Association, as Administrative Agent (as amended, modified or supplemented from time to time, the “Credit Agreement”), the undersigned, being ______________________ of the Borrower, hereby certifies on behalf of the Borrower hereby gives you notice as follows: 1. [Delivered] [Posted concurrently]* herewith are the financial statements prepared pursuant to Section 2.03 5.01(b)[(ii)/(iii)] of the Credit Agreement that it requests a Borrowing for the fiscal ________ ended ___________, 20__. All such financial statements comply with the applicable requirements of Term Loans under the Credit Agreement. *Applicable language to be used based on method of delivery. 2. Schedule I hereto sets forth in reasonable detail the information and calculations necessary to establish the Borrower’s compliance with the provisions of Section 5.02(c) of the Credit Agreement as of the end of the fiscal period referred to in paragraph 1 above. 3. (Check one and only one:) __ No Event of Default or Unmatured Event of Default has occurred and is continuing. __ An Event of Default or Unmatured Event of Default has occurred and is continuing, and the document(s) attached hereto as Schedule II specify in that connection sets forth below detail the terms on which nature and period of existence of such Borrowing is requested Event of Default or Unmatured Event of Default as well as any and all actions with respect thereto taken or contemplated to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and taken by the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9Borrower.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”)which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with the internal laws of the State of New York, Section 7.09 (“Governing Law; Jurisdiction; Consent excluding conflict of law principles providing for the application of the laws of another jurisdiction, but giving effect to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by referenceFederal laws applicable to national banks. JPMorgan Chase Bank, mutatis mutandisN.A., and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABSXxxxx Company, INC., a Delaware corporation Inc. (the “BorrowerCompany”), refers to (i) the Second Amended and Restated Long-Term Credit Agreement dated as of September 22July 21, 2022 2011 (as amended, restatedmodified, amended and restated, supplemented renewed or otherwise modified extended from time to time, the “Credit Agreement”), by and ) among Borrowerthe Company, the Lenders party thereto Borrowing Subsidiaries named therein, the financial institutions from time to timetime party thereto and JPMorgan Chase Bank, Ares Capital CorporationN.A., as Administrative Agent (the “Administrative Agent”) and (ii) that certain Borrowing Subsidiary Agreement dated as of November 28, 2005 (the “Existing BSub Agreement”) among the Company, (the “Designated Borrowing Subsidiary”) and Ares Capital Management LLC, as Lead Arranger and Bookrunnerthe Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Borrower This Amended and Restated Borrowing Subsidiary Agreement amends, restates and replaces in its entirety the Existing BSub Agreement. All rights, benefits, indebtedness, interest, liabilities and obligations of the parties to the Existing BSub Agreement are hereby gives you notice pursuant amended, restated, replaced and superseded in their entirety according to Section 2.03 the terms and provisions set forth herein. The Company requests that the Designated Borrowing Subsidiary become a Borrowing Subsidiary under the Credit Agreement effective on the Second Restatement Date. The Company and the Designated Borrowing Subsidiary make, on and as of the date of such effectiveness, the representations and warranties as to the Designated Borrowing Subsidiary contained in Article V of the Credit Agreement. The Designated Borrowing Subsidiary agrees to be bound in all respects by the terms of the Credit Agreement that it requests and to perform all of the obligations of a Borrowing Subsidiary thereunder. Each reference to a Borrowing Subsidiary in the Credit Agreement shall be deemed to include the Designated Borrowing Subsidiary subject to Section 2.24(b) of Term Loans the Credit Agreement. All communications to the Designated Borrowing Subsidiary under the Credit Agreement should be directed to the Company as set forth in the Section 13.1 of the Credit Agreement. This instrument shall be construed in accordance with the internal laws of the State of New York, excluding conflict of law principles providing for the application of the laws of another jurisdiction, but giving effect to Federal laws applicable to national banks. Upon the execution of this Borrowing Subsidiary Agreement by the Company and the Designated Borrowing Subsidiary [and the BSub Lenders listed below]* and acceptance hereof by the Administrative Agent, the Designated Borrowing Subsidiary shall become a Borrowing Subsidiary under the Credit Agreement as though it were an original party thereto and shall be entitled to borrow under the Credit Agreement upon the satisfaction of the conditions precedent set forth in that connection sets Article IV of the Credit Agreement. The Designated Borrowing Subsidiary will request Loans denominated in [LIST AGREED CURRENCY] [and the BSub Commitments and BSub Percentages of each BSub Lender will be as set forth on Attachment 1 hereto, subject to adjustment as provided in Section 2.24(a) of the Credit Agreement]**. *Insert only for Belgian Designated Borrowing Subsidiaries. **Insert only for Belgian Designated Borrowing Subsidiaries. Very truly yours, XXXXX COMPANY, INC. By: Name: Title: [DESIGNATED BORROWING SUBSIDIARY] By: Name: Title: Accepted and agreed as of the date first above written. JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: Set forth below are the terms on Lenders that will be BSub Lenders with respect to the Designated Borrowing Subsidiary and the BSub Commitments and BSub Percentages of such Lenders, subject to adjustment as provided in Section 2.24(a) of the Credit Agreement:]*** ***Insert only for Belgian Designated Borrowing Subsidiaries. 1. The Associated Costs Rate is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the United Kingdom’s Financial Services Authority (the “Financial Services Authority”) (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank. 2. On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with the paragraphs set out below. The Associated Costs Rate will be calculated by the Administrative Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum (such Borrowing is requested rate per annum being the “Associated Costs Rate”). 3. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Administrative Agent. This percentage will be certified by such Lender in its notice to the Administrative Agent to be made: its reasonable determination of the cost (Aexpressed as a percentage of such Lender’s participation in all Loans made from such Facility Office) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount complying with the minimum reserve requirements of Borrowing $175,000,000 (C) Type the European Central Bank in respect of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9loans made from that Facility Office.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions of Section 7.06 This Assignment and Assumption may be executed in counterparts (“Counterparts; Effectiveness; Several Agreement”and by different parties hereto on different counterparts), Section 7.07 (“Severability”)each of which shall constitute an original, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service but all of Process”) which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by facsimile or other electronic imaging shall be effective as delivery of Jury Trial”) are incorporated herein a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by referencethe law of the State of New York. EXHIBIT B [FORM OF] BORROWING REQUEST JPMorgan Chase Bank, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation N.A. as Administrative Agent for the Lenders referred to below 000 Xxxx Loan and Agency Services Group 0000 Xxxxxx Xxxxxx, 00xx Floor New York10 Houston, New York 10167 Texas 77002-6925 Attention: Middle Office DL EmailXxxxxx Xxxxxx Fax: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September (000) 000-0000 Copy to: JPMorgan Chase Bank, N.A. as Administrative Agent 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxx Fax: (000) 000-0000 [●], 20226 Date] Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers Reference is made to the Term Loan Credit Agreement dated as of September 22April 24, 2022 2012 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among United Technologies Corporation, a Delaware corporation (the “Borrower”), the Lenders party thereto from time to timethereto, Ares Capital CorporationJPMorgan Chase Bank, N.A., as the Administrative Agent, and Ares Capital Management X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as Lead Arranger joint lead arrangers and Bookrunnerjoint bookrunners. Capitalized terms used herein and but not otherwise defined herein shall have the meanings assigned to such terms specified in the Credit Agreement. This notice constitutes a Borrowing Request, and the Borrower hereby gives you notice notice, pursuant to Section 2.03 of the Credit Agreement Agreement, that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below therewith specifies the terms on which following information with respect to such Borrowing is requested to be madeBorrowing: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by telecopy shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree to such termslaw of the State of New York. Ares Capital Corporation UBS AG, Stamford Branch as Administrative Agent for the Lenders referred to below below, 000 Xxxx XxxxxxXxxxxxxxxx Xxxxxxxxx Xxxxxxxx, 00xx Floor New York, New York 10167 XX 00000 Email: XX-XXXXxxxxx@xxx.xxx Facsimile No. (000) 000-0000 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Banking Products Services Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers Reference is made to the Credit Agreement dated as of September 22on or about February 13, 2022 2012 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among INTERNATIONAL PAPER COMPANY, a New York corporation (the “Borrower”), by and among Borrower, the Lenders party thereto lenders from time to timetime party thereto, Ares Capital CorporationUBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner”) for the Lenders. Capitalized terms used herein and but not otherwise defined herein shall have the meanings assigned to such terms meaning given in Article I of the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Principal amount of Borrowing $ (B) Date of Borrowing (which is a Business Day) September [●Day)5 [ ], 2022 (B) Principal Amount of Borrowing $175,000,000,201 (C) Type of Borrowing7 [ Borrowing [ABR] [LIBOR] (D) [Interest Period and the last day thereof8] [ ]thereof6 5 If a LIBOR Borrowing is requested, shall be a Business Day that is at least two Business Days following the date hereof to the extent this Borrowing Request is delivered to the Administrative Agent not later than 11:00 a.m. New York City time on the date hereof, otherwise a Business Day that is at least three Business Days following the date of delivery hereof. If an ABR Borrowing is requested, shall be not later than 8.00 a.m. New York City time on the date hereof. 6 Applicable only to LIBOR Borrowings. Shall be subject to the definition of “Interest Period” in the Credit Agreement and permitted under Section 2.02(c). (E) Funds are requested to be disbursed to the following account: [ ]7 This Borrowing Request is revocable in accordance with Section 2.03 of the Credit Agreement. 7 Shall comply with the requirements of Section 2.05. INTERNATIONAL PAPER COMPANY By: Name: Title: UBS AG, Stamford Branch as Administrative Agent 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx’s account as follows (Account , XX 00000 Email: XX-XXXXxxxxx@xxx.xxx Facsimile No. (000) 000-0000 Attention: Banking Products Services Ladies and Gentlemen: This Interest Election Request is delivered to you pursuant to Section 2.06 of the Credit Agreement dated as of February 13, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among INTERNATIONAL PAPER COMPANY, a New York corporation (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined herein having the meaning given it in Article I thereof) and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. The Borrower hereby requests that on [ ]8 (the “Interest Election Date”)9, 1. $[ ] of the presently outstanding principal amount of the Loans originally made on [ ],

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by telecopy shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree law of the State of New York. To the Lenders and the Administrative Agent Referred to such terms. Ares Capital Corporation Below c/o JPMorgan Chase Bank, as Administrative Agent for the Lenders referred to below 000 Xxxx XxxxxxXxxxxx Xxx Xxxx, 00xx Floor New York, New York 10167 AttentionXxx Xxxx 00000 Dear Sirs: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: We have acted as counsel for The undersigned, TEMPUS LABS, INC.Cheesecake Factory Incorporated, a Delaware corporation (the “Borrower”), refers to and each of The Cheesecake Factory Restaurants, Inc., a Delaware corporation, The Cheesecake Factory Bakery Incorporated, a California corporation, Grand Lux Cafe, LLC, a Nevada limited liability company and The Cheesecake Factory Assets Co. LLC, a Nevada limited liability company (collectively, the Credit “Guarantors”) in connection with the Loan Agreement dated as of September 22April 3, 2022 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Loan Agreement”), by and ) among the Borrower, the Lenders party thereto from time to timebanks and other financial institutions identified therein as Lenders, Ares Capital CorporationJPMorgan Chase Bank, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and but not otherwise defined herein shall have the respective meanings assigned to ascribed such terms in the Credit Loan Agreement. Borrower hereby gives you notice pursuant In connection with the opinions expressed herein we have made such examination of matters of law and of fact as we considered appropriate or advisable for purposes hereof. As to Section 2.03 matters of fact material to the opinions expressed herein, we have relied upon certificates and statements of government officials and of officers of the Credit Agreement Borrower and the Guarantors. We have also examined originals, or copies identified to our satisfaction as being true copies, of such corporate or limited liability company documents or records of the Borrower and the Guarantors as we have considered appropriate for the opinions expressed herein. We have assumed for the purposes of this opinion that the signatures on documents and instruments examined by us are authentic, that each document is what it requests purports to be, and that all documents submitted to us as copies conform with the originals, which facts we have not independently verified. Based on the foregoing and having regard for such legal considerations as we deem relevant, and subject to the assumptions, exceptions, qualifications, and limitations contained herein, it is our opinion that: 1. The Borrower is a Borrowing of Term Loans corporation duly incorporated, validly existing and in good standing under the Credit Agreementlaws of Delaware and each Guarantor is validly existing and in good standing under the laws of the jurisdiction of its formation, and each of the Loan Parties has all requisite power and authority to carry on its business as now conducted. The Borrower or its subsidiary, The Cheesecake Factory Restaurants, Inc., is qualified as a foreign corporation and in that connection sets forth below good standing in California, Florida, Massachusetts, Texas and Nevada. 2. Each Loan Party has the terms on power and authority to execute and deliver, and to perform and observe the provisions of, the Loan Documents to which such Borrowing is requested to be made: (A) Date of Borrowing (which it is a Business Dayparty. The Loan Documents have been duly authorized by all necessary corporate or other organization action. Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and constitutes a legal, valid and binding obligation of such Person, enforceable in accordance with its terms. 3. The execution, delivery and performance of the Loan Documents (a) September [●]do not require any consent or approval of, 2022 registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (Bb) Principal Amount will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of Borrowing $175,000,000 the Borrower or any Guarantor or, to our knowledge, any order of any Governmental Authority and (Cc) Type will not result in the creation or imposition of Borrowing7 [ ] (D) [Interest Period and any Lien on any asset of the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9Borrower or any Guarantor.

General Provisions. This Affiliated Lender Assignment and Assumption Acceptance shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The provisions of Section 7.06 This Affiliated Lender Assignment and Acceptance may be executed in counterparts (“Counterparts; Effectiveness; Several Agreement”and by different parties hereto on different counterparts), Section 7.07 each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Affiliated Lender Assignment and Acceptance by facsimile transmission or in electronic (e.g., “Severability”), Section 7.09 (pdf” or “Governing Law; Jurisdiction; Consent to Service of Processtif”) format shall be as effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Section 7.10 Acceptance. This Affiliated Lender Assignment and Acceptance and any claim, controversy, dispute or cause of action (“Waiver whether in contract or tort or otherwise) based upon, arising out of Jury Trial”) are incorporated herein by reference, mutatis mutandisor relating to this Affiliated Lender Assignment and Acceptance and the transactions contemplated hereby shall be governed by, and construed in accordance with the parties hereto agree law of the State of New York, without regard to such termsconflict of laws principles that would result in the application of any law other than the law of the State of New York. Ares Capital Corporation Barclays Bank PLC, as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx0000 Xxxxx Xxxxxx Xxx Xxxx, 00xx Floor New York, New York 10167 XX 00000 Attention: Middle Office DL Xxxxxx Xxxxxxxx Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September xxxXXXxxxXxx0@xxxxxxxx.xxx / Xxxxxx.Xxxxxxxx@xxxxxxxx.xxx [●], 20226 Date] Ladies and Gentlemen: The undersigned, TEMPUS LABSENVIVA PARTNERS, INC.LP, a limited partnership formed under the laws of Delaware corporation (the “Borrower”), refers to the that certain Amended and Restated Credit Agreement Agreement, dated as of September 22October 18, 2022 2018 (as may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Lenders party thereto from time to timetime party thereto, Ares Capital CorporationBARCLAYS BANK PLC, as administrative agent for the Lenders (in such capacity, including any successor thereto in such capacity, the “Administrative Agent, ”) and Ares Capital Management LLCBARCLAYS BANK PLC, as Lead Arranger and Bookrunnercollateral agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection therewith sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions of Section 7.06 This Assignment and Assumption may be executed in counterparts (“Counterparts; Effectiveness; Several Agreement”and by different parties hereto on different counterparts), Section 7.07 (“Severability”)each of which shall constitute an original, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service but all of Process”) which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by facsimile or other electronic imaging shall be effective as delivery of Jury Trial”) are incorporated herein a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by referencethe law of the State of New York. JPMorgan Chase Bank, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation N.A. as Administrative Agent for the Lenders referred to below 000 Xxxx Loan and Agency Services Group 0000 Xxxxxx Xxxxxx, 00xx Floor New York10 Houston, New York 10167 Texas 77002-6925 Attention: Middle Office DL EmailXxxxxx Xxxxxx Fax: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●](000) 000-0000 Copy to: JPMorgan Chase Bank, 20226 N.A. as Administrative Agent 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxx Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers Reference is made to the Bridge Credit Agreement dated as of September 22November 8, 2022 2011 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among United Technologies Corporation, a Delaware corporation (the “Borrower”), the Lenders party thereto from time to timethereto, Ares Capital CorporationJPMorgan Chase Bank, N.A., as the Administrative Agent, and Ares Capital Management X.X. Xxxxxx Securities LLC, HSBC Securities (USA) Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as Lead Arranger joint lead arrangers and Bookrunnerjoint bookrunners. Capitalized terms used herein and but not otherwise defined herein shall have the meanings assigned to such terms specified in the Credit Agreement. This notice constitutes a Borrowing Request, and the Borrower hereby gives you notice notice, pursuant to Section 2.03 of the Credit Agreement Agreement, that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below therewith specifies the terms on which following information with respect to such Borrowing is requested to be madeBorrowing: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by telecopy shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree to such termslaw of the State of Texas. Ares Capital Corporation JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 000 Xxxx XxxxxxXxxxxx Xxxxxxx, 00xx Floor New YorkXxxxx 00000 Attn: Manager, New York 10167 AttentionReal Estate Group Re: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Xxxxxxxxxx Realty Investors Compliance Certificate for _______ through __________ Dear Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers This Compliance Certificate is made with reference to the that certain Amended and Restated Credit Agreement dated as of September 22________________, 2022 2010 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Xxxxxxxxxx Realty Investors (the “Borrower”), the Lenders financial institutions party thereto from time to timethereto, Ares Capital Corporationas lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized All capitalized terms used herein in this Compliance Certificate (including any attachments hereto) and not otherwise defined herein in this Compliance Certificate shall have the meanings assigned to set forth for such terms in the Credit Agreement. All Section references herein shall refer to the Credit Agreement. I hereby certify that I am the [vice president of capital markets] [chief financial officer] [chief accounting officer] [treasurer] [controller] of Xxxxxxxxxx Realty Investors, and that I make this Certificate on behalf of the Borrower. I further represent and certify on behalf of the Borrower hereby gives you notice as follows as of the date of this Compliance Certificate: I have reviewed the terms of the Loan Documents and have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the Borrower and its Subsidiaries, during the accounting period (the “Reporting Period”) covered by the financial reports delivered simultaneous herewith pursuant to Section 2.03 5.01[(a)][(b)], and that such review has not disclosed the existence during or at the end of such Reporting Period (and that I do not have knowledge of the Credit Agreement that it requests existence as at the date hereof) of any condition or event which constitutes a Borrowing Default or Event of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which Default.1 Attached hereto as Schedule B is a Business Day) September [●]schedule of the amount, 2022 (B) Principal Amount maturity, interest rate and amortization requirements for the outstanding Indebtedness of Borrowing $175,000,000 (C) Type Borrower and its Subsidiaries. As of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ]of the Reporting Period, the amount of Indebtedness was $_____________, the amount of Secured Debt was $_____________, and the amount of Indebtedness other than Secured Debt was $_____________. Attached hereto as (x) Schedule C-1 is a detailed calculation of Interest Expense for the Reporting Period, which amount was $__________, (y) Schedule C-2 is a detailed calculation of Interest Expense on Indebtedness other than Secured Debt for the Reporting Period, which amount was $__________, and (z) Schedule C-3 is a detailed calculation of the Interest Expense, principal paid and due and payable on Indebtedness, and cash dividends payable on the Borrower’s preferred stock for the Reporting Period, which aggregated $__________. Attached hereto as Schedule D is a detailed calculation of EBITDA for the Reporting Period, which amount was $___________. ________________ 1Alternatively, if a Default or Event of Default existed or exists, specify the nature and period of existence thereof and what action the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto. As of the last day of the Reporting Period: 1. Secured Debt to Total Asset Value Ratio (Ea) Funds are requested to be disbursed to Xxxxxxxx’s account as follows Indebtedness secured by a Lien and any Indebtedness of any non-Guarantor Subsidiary $___________ (Account No. [ ])9b) Net Operating Income for properties that have reached the Stabilization Date and owned during the most recent 18 calendar months and clause (e) properties owned for at least 6 months not included in clause (e) (based on last 6 months, multiplied by 2) $___________ (c) Capital Expenditure Reserve $___________ (d) (b) - (c) ÷ .0850 $___________

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by telecopy shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree law of the State of New York. May 7, 2010 To the Lenders and the Administrative Agent Referred to such terms. Ares Capital Corporation Below c/o JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 000 Xxxx XxxxxxXxxxxx Xxx Xxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC.I am General Counsel for DENTSPLY International Inc., a Delaware corporation (the “BorrowerCompany”) and the SUBSIDIARY BORROWERS from time to time party to the Credit Agreement (as defined below) (collectively with the Company, the “Loan Parties”), refers to in connection with (i) the Credit Agreement dated as of September 22May 7, 2022 2010 (the “Credit Agreement”), among the Company, the Subsidiary Borrowers party thereto, the banks and other financial institutions identified therein as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent and (ii) any ancillary documents referenced in the Credit Agreement (collectively with the Credit Agreement, the “Loan Documents”). Terms defined in the Credit Agreement are used herein with the same meanings. I have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. Upon the basis of the foregoing, I am of the opinion that: 1. Each Loan Party (a) is a corporation or similar legal entity, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) has all requisite power and authority to carry on its business as now conducted and (c) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. 2. The Transactions are within each Loan Party’s corporate/limited liability company powers and have been duly authorized by all necessary corporate/company and, if required, stockholder or other equity holder action. Each Loan Document has been duly executed and delivered by each Loan Party party thereto and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 3. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries. 4. There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to our knowledge, threatened against or affecting any Loan Party or any of its Subsidiaries (a) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or (b) that involve any Loan Document or the Transactions. 5. None of the Loan Parties is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. The opinions set forth in this letter with respect to enforceability are further subject to the effects of laws relating to fraudulent conveyances, transfers and obligations, including, without limitation, Section 548 of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act and other laws in pari materia. Moreover, provisions of the Credit Agreement that permit the Lenders to take action or make determinations, or to benefit from indemnities and similar undertakings of the Company, may be subject to a requirement that such action be taken or such determinations be made, and that any action or inaction by the Lenders that may give rise to a request for payment under such an undertaking be taken or not taken, on a reasonable basis and in good faith. The foregoing opinions with respect to enforceability are further qualified by reference to the fact that certain of the remedies and waivers set forth in the Credit Agreement may be rendered unavailable or unenforceable under applicable principles of law or equity but, in my opinion, such unavailability or unenforceability should not render other remedies which are set forth in the Credit Agreement unenforceable or otherwise inadequate for the practical realization of the benefits intended to be provided by the Credit Agreement. I express no opinion as to the effect on the foregoing opinions of any law or regulation applicable to the Company or the transactions contemplated by the Credit Agreement, as a consequence of any Lender’s involvement in such transactions or because of such Lender’s legal or regulatory status or any other facts specifically pertaining to such Lender. My opinions are issued as of the date hereof and are limited to the laws now in effect as to which my opinions relate and facts and circumstances in existence on the date hereof, and I assume no undertaking to advise you of any changes in the opinions expressed herein as a result of any change in any laws, facts or circumstances which may come to my attention after the date hereof. I am qualified to practice law in the State of Pennsylvania and do not purport to be expert on, or to express any opinion herein concerning, any law other than the laws of the State of Pennsylvania, the Delaware General Corporation Law and the federal laws of the United States of America. As the provisions of the Credit Agreement are governed by the laws of the State of New York, I have for the purpose of this opinion assumed that the provisions of the law of the State of New York are substantially similar to the laws of the Commonwealth of Pennsylvania. This letter is furnished solely for your benefit in connection with matters relating to the Credit Agreement and may not be relied upon by any other person or for any other purpose without my prior written consent, other than your successors and assigns as Lenders and Persons that acquire participations in your Loans in accordance with the terms and provisions of the Credit Agreement. Very truly yours, Xxxxx X. Xxxxxxx Vice President, Secretary and General Counsel INCREASING LENDER SUPPLEMENT, dated __________, 20___ (this “Supplement”), by and among each of the signatories hereto, to the Credit Agreement, dated as of May 7, 2010 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among BorrowerDENTSPLY International Inc. (the “Company”), the Subsidiary Borrowers from time to time party thereto, the Lenders party thereto from time to timeand JPMorgan Chase Bank, Ares Capital CorporationN.A., as administrative agent (in such capacity, the “Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ]”)9.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment may be executed in any number of Section 7.06 counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of the Assignment. THIS ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (“Counterparts; Effectiveness; Several Agreement”WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES), Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers Reference is made to the Credit Agreement and Guarantee Agreement, dated as of September 2225, 2022 2018 (as amended, restated, amended and restated, supplemented or and/or otherwise modified from time to timemodified, as of the date hereof, the “Credit Agreement”; capitalized terms used herein have the meanings attributed thereto in the Credit Agreement unless otherwise defined herein), by among Infrastructure and among Energy Alternatives, Inc., a Delaware corporation (“Holdings”), IEA Intermediate Holdco, LLC, a Delaware limited liability company (“Intermediate Holdings”), IEA Energy Services LLC, a Delaware limited liability company (the “Borrower”), the Lenders party thereto Subsidiary Guarantors from time to timetime party thereto, Ares Capital Corporationthe lenders from time to time party thereto (each, a “Lender” and, collectively, the “Lenders”), Jefferies Finance LLC, as Administrative Agent (the “Administrative Agent”), and Ares Capital Management LLCKeyBank National Association, as Lead Arranger Revolving Agent (the “Revolving Agent”), Swing Line Lender and BookrunnerIssuing Bank and the other parties thereto. Capitalized terms used herein and that are not otherwise defined herein shall have the meanings assigned ascribed to such terms them in the Credit Agreement. Borrower hereby gives you notice pursuant Pursuant to Section 2.03 7.02(b) of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, the undersigned, solely in his/her capacity as an Authorized Officer and not in that connection sets forth below any individual capacity, certifies on the terms on which such Borrowing is requested to be madedate hereof as follows: 1. Attached hereto as Exhibit A are: (Ai) Date a copy of Borrowing the audited consolidated balance sheet of Holdings and its Subsidiaries as at the end of the Fiscal Year of Holdings ended on [___] and the related audited consolidated statements of income and of cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous year (to the extent available with respect to any Fiscal Quarter or Fiscal Year ended prior to, or a portion of such Fiscal Quarter or Fiscal Year which occurs prior to, the Closing Date) and certified by an Acceptable Auditor, together with an opinion of such accounting firm (which opinion shall be without a “going concern” qualification (other than any such qualification to the “going concern” opinion that is (x) solely resulting from the impending Maturity Date or the final stated maturity of any Material Indebtedness, (y) resulting from any prospective default under any financial covenant or (z) limited solely to the effects of the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiaries) or exception and without any qualification or exception as to scope of audit), and (ii) management’s discussion and analysis with respect to such financial statements, including (to the extent available with respect to any Fiscal Year ended prior to, or a Business Dayportion of which occurs prior to, the Closing Date) September comparisons to the comparable periods in previous years.] [●(i) the unaudited consolidated balance sheet of Holdings and its Restricted Subsidiaries as at the end of the Fiscal Quarter ended on [____] and the related unaudited consolidated statements of income and of cash flows for such Fiscal Quarter and the portion of the Fiscal Year through the end of such Fiscal Quarter and (ii) management’s discussion and analysis with respect to such financial statement, including (to the extent available with respect to any Fiscal Quarter ended prior to, or a portion of which occurs prior to, the Closing Date) comparisons to the comparable periods in previous years and budgeted amounts, including (to the extent available with respect to any Fiscal Quarter ended prior to, or a portion of which occurs prior to, the Closing Date) comparisons to the comparable periods in previous years. The undersigned hereby certifies, solely in his/her capacity as an Authorized Officer and not in any individual capacity, that the balance sheet, statements of income and cash flows referenced in the foregoing subclause (i) fairly state in all material respects the financial position of Holdings and its Restricted Subsidiaries and are in accordance with GAAP for the period covered thereby (subject to normal year end audit adjustments and the absence of footnotes).] 2. To the best of my knowledge no Event of Default has occurred and is continuing[, 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ except as set forth on Exhibit B hereto.] (Di) Each Immaterial Subsidiary listed on Exhibit C hereto individually qualifies as an Immaterial Subsidiary, and all Immaterial Subsidiaries listed on Exhibit C in the aggregate do not exceed the limitation set forth in the first proviso in the definition of the term “Immaterial Subsidiary” and (ii) each Unrestricted Subsidiary listed on Exhibit C hereto individually qualifies as an Unrestricted Subsidiary. 4. Exhibit D hereto describes any change in the name and/or jurisdiction of organization of any Loan Party since [Interest Period and the last day thereof8] [ Closing Date][the delivery of the immediately preceding previous Compliance Certificate] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by telecopy shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree to such termslaw of the State of New York. Ares Capital One Bank Capital One, F.S.B. Capital One Financial Corporation Capital One Bank (Europe) plc 1000 Xxxxxxx Xxx Xx. XxXxxxx, XX 22101-2980 JPMorgan Chase Bank, as Administrative Agent for the Lenders referred to below 000 Xxxx XxxxxxLoan & Agency Services 1000 Xxxxx, 00xx Floor New YorkXxxxx Xxxxxxx, New York 10167 XX 00000 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Mx. Xxxxxx X. Jones Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers Reference is made to the Credit Agreement dated as of September 22May 5, 2022 2003 (as amended, restated, amended modified and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”)) among Capital One Financial Corporation, by and among BorrowerCapital One Bank, Capital One, F.S.B., Capital One Bank (Europe) plc, the Lenders lenders party thereto from time to time, Ares Capital Corporationand JPMorgan Chase Bank, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms Terms used herein and but not otherwise defined herein shall have the respective meanings assigned given to such terms in the Credit Agreement. Borrower hereby gives you notice This Commitment Increase Letter is delivered pursuant to Section 2.03 2.10 of the Credit Agreement. If, prior to the execution and delivery of this Commitment Increase Letter, the undersigned is a Lender already party to the Credit Agreement, then the undersigned hereby agrees that, effective as of the Commitment Increase Date set forth below, the Commitment of such Lender set forth below is increased by an amount equal to the “Commitment Increase Amount” set forth below. If, prior to the execution and delivery of this Commitment Increase Letter, the undersigned is not a Lender already party to the Credit Agreement, then the undersigned hereby agrees that, effective as of the Commitment Increase Date set forth below, the undersigned shall have a Commitment in an amount equal to the “Commitment Increase Amount” set forth below. Commitment Increase Date: , Commitment Increase Amount: $ The undersigned agrees with the Borrowers and the Administrative Agent that the undersigned will, from and after the Commitment Increase Date, be a “Lender” under the Credit Agreement that it requests (if not already a Borrowing “Lender” thereunder) and perform all of Term Loans the obligations of the undersigned as a “Lender” under the Credit Agreement in respect of the Commitment Increase Amount (together with, if already a “Lender” under the Credit Agreement, the Commitment(s) of the Lender in effect immediately prior to the execution and delivery of this Commitment Increase Letter). This Commitment Increase Letter shall be governed by and construed in accordance with the law of the State of New York without reference to choice of law doctrine. Very truly yours, [INSERT NAME OF LENDER] By Title: Capital One Bank Ladies and Gentlemen: Reference is made to the Undertaking entered into by Capital One Bank (“COB”) pursuant to Section 2.11 of the Credit Agreement dated as of May 5, 2003 (as modified and supplemented and in that connection sets forth below effect from time to time, the “Credit Agreement”) among Capital One Financial Corporation, Capital One Bank, Capital One, F.S.B. (“FSB”), Capital One Bank (Europe) plc (“COBE”), the lenders party thereto and the Administrative Agent named therein. Terms used but not defined herein have the respective meanings given to such terms on which such Borrowing is requested to be madein the Credit Agreement. The undersigned, a duly authorized representative of the Administrative Agent (the “Administrative Agent”), hereby certifies that: 1. The Administrative Agent is the beneficiary of the Undertaking. 2. The Administrative Agent hereby requests payment in an amount equal to the amount of the draft accompanying this Certificate (A) Date the “Draft”), which amount is not greater than the aggregate amount due and payable by [FSB] [COBE] on the date of Borrowing (which is a Business Day) September [●]this Certificate in respect of the principal of or interest on the Loans made by the Lenders to, 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8Notes held by each Lender of, [FSB] [ ][COBE] or any other amount owing by [FSB] [COBE] to any Lender or the Administrative Agent under the Credit Agreement or any of the Notes. (E) Funds are requested 3. The amount represented by the Draft has not been paid by [FSB] [COBE] and has not been the subject of and paid pursuant to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9a prior drawing by the Administrative Agent under the Undertaking.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and permitted assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New York. SUBJECT TO THE EXPRESS WRITTEN CONSENT AND ACKNOWLEDGMENT OF ATAIROS GROUP, INC. (“Counterparts; Effectiveness; Several Agreement”)IN ITS SOLE DISCRETION) AS SET FORTH BELOW AND ATTACHED HERETO JPMorgan Chase Bank, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such termsN.A. JPMorgan Loan Services 000 Xxxxxxx Xxxxxxxxxx Xx. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx NCC5 / 1st Floor Xxxxxx, 00xx Floor New York, New York 10167 XX 00000 Attention: Middle Office DL Loan and Agency Services Group/DE Custom Business Fax: 000-000-0000 Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●]XX_XX_Xxxx_Xxxxxxxxx@xxxxxxxx.xxx With a copy to: JPMorgan Chase Bank, 20226 N.A. 000 Xxxxxxx Xxxxxx 0xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxxxxxxxx Fax: 000-000-0000 Email: XX_XX_Xxxx_Xxxxxxxxx@xxxxxxxx.xxx Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers Reference is hereby made to the that certain First Lien Credit Agreement dated as of September 2225, 2022 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to timeand in effect on the date hereof, the “First Lien Credit Agreement”), by and among among, Kingpin Intermediate Holdings LLC, a Delaware limited liability company (the “Borrower”), Bowlero Corp., a Delaware corporation (“Holdings”), the Lenders party thereto from time to timetime party thereto and JPMorgan Chase Bank, Ares Capital CorporationN.A., in its capacities as Administrative Agent, administrative agent and Ares Capital Management LLC, as Lead Arranger and Bookrunnercollateral agent for the Lenders. Capitalized terms Terms defined in the First Lien Credit Agreement are used herein and not with the same meanings unless otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreementherein. Borrower The undersigned hereby gives you notice pursuant to Section 2.03 of the First Lien Credit Agreement that it requests a Borrowing of Term Loans the Borrowings under the First Lien Credit AgreementAgreement to be made on September 25, 2020, and in that connection sets forth below the terms on which such Borrowing is the Borrowings are requested to be made:: 8 The Administrative Agent must be notified in writing or by telephone (with such telephonic notification to be promptly confirmed in writing), which must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of ABR Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. (A) Borrower Kingpin Intermediate Holdings LLC (B) Date of Borrowing (which is shall be a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type Aggregate Amount of Borrowing7 [ Borrowing9 $[●] (D) Type of Borrowing10 [Interest Period and the last day thereof8] [ ●] (E) Funds Class of Borrowing [●] (F) Interest Period11 (in the case of a LIBO Rate Borrowing) [●] (G) Amount, Account Number and Location12 Amount $[●] Bank: [●] ABA No.: [●] Account No.: [●] Account Name: [●] [The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Borrowing: (A) The representations and warranties of the Loan Parties set forth in the First Lien Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of the Borrowing with the same effect as though such representations and warranties had been made on and as of the date of such Borrowing; provided that to the extent that any representation and warranty specifically refers to a given date or period, it is true and correct in all material respects as of such earlier date or for such period[; provided further that events and circumstances surrounding, and/or any matters or impacts arising from, related to, or in connection with, the outbreak and spread of the novel coronavirus known as COVID-19 shall not constitute, result in or otherwise have (or reasonably be expected to constitute, result in or otherwise have) a Material Adverse Effect of the type described in clause (i) of the definition thereof, and in each case shall be disregarded.]13 (B) At the time of and immediately after giving effect to the Borrowing, no Default or Event of Default shall have occurred and be continuing and no “Pledgor Default” under and as defined in the Credit Support Provider Security Agreement shall have occurred and be continuing.]14 (C) Atairos Group, Inc. has provided the Borrower with its express written consent to the Borrowing, which express written consent is evidenced by the signed Consent and Acknowledgment of Credit Provider attached hereto. ]15 9 Subject to Section 2.02(c) of First Lien Credit Agreement. 10 State whether a LIBO Rate Borrowing or ABR Borrowing. If no Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. 11 Must be a period contemplated by the definition of “Interest Period”. If no Interest Period is specified, then the Interest Period shall be of one-month’s duration. 12 To be a segregated account subject to a control agreement in favor of the Administrative Agent. 13 Include bracketed language in connection with any Credit Extension during the Covenant Waiver Period. 14 Include bracketed language only for Borrowings after Closing Date. 15 Include bracketed language only for Borrowings after Closing Date. Atairos Group, Inc. consent to be disbursed provided (or not) in the sole discretion of Atairos Group, Inc. By: Name: Title: Atairos Group, Inc. hereby consents, acknowledges and agrees that it has approved the Borrowing pursuant to Xxxxxxxx’s account the Borrowing Request to which this Consent and Acknowledgment is attached The Credit Support Provider hereby certifies that the amount of “Available Capital Commitments” under the Shareholders Agreement (each as follows (Account No. defined in the Credit Support Provider Security Agreement) as of the date of the Borrowing Request to which this Consent and Acknowledgment is attached is $[ ]. Name: Title: 16 To be included only in the case of post-Closing Date Borrowings. To: The Administrative Agent and each of the Lenders parties to the First Lien Credit Agreement described below This Compliance Certificate is furnished pursuant to that certain First Lien Credit Agreement dated as of September 25, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “First Lien Credit Agreement”)9, by and among, Kingpin Intermediate Holdings LLC, a Delaware limited liability company (the “Borrower”), Bowlero Corp., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., in its capacities as administrative agent and collateral agent for the Lenders. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the First Lien Credit Agreement. THE UNDERSIGNED HEREBY CERTIFIES, AS A RESPONSIBLE OFFICER OF THE BORROWER, IN SUCH CAPACITY AND NOT IN AN INDIVIDUAL CAPACITY, THAT: 1. I am the duly elected [●] of the Borrower and a Responsible Officer of the Borrower; 2. I have reviewed the terms of the First Lien Credit Agreement and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and conditions of the Borrower and its Restricted Subsidiaries, on a consolidated basis, during the [Fiscal Quarter][Fiscal Year] covered by the attached financial statements; 3. [The attached financial statements fairly present, in all material respects, in accordance with GAAP, the consolidated financial condition of [Holdings] as at the dates indicated and its income and cash flows for the periods indicated, subject to the absence of footnotes and changes resulting from audit and normal year-end adjustments.]17

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment may be executed in any number of Section 7.06 counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the Law of the State of Texas. (a) Libor Lending Office: Assignee Name: Address: Attention: Telephone: ( ) Telecopier: ( ) Electronic Mail: (b) Domestic Lending Office: Assignee Name: Address: Attention: Telephone: ( ) Telecopier: ( ) Electronic Mail: (c) Notice Address: Assignee Name: Address: Attention: Telephone: ( ) Telecopier: ( ) Electronic Mail: (d) Payment Instructions: Account No.: Account No.: Attention: Reference: $ , 200 FOR VALUE RECEIVED, BEHRINGER HARVARD OPPORTUNITY OP I, LP, a Texas limited partnership, BEHRINGER HARVARD BXXXX ROAD LP, a Delaware limited partnership, BEHRINGER HARVARD WHITEWATER, LLC, a Delaware limited liability company, BEHRINGER HARVARD LAS COLINAS LP, a Delaware limited partnership, BEHRINGER HARVARD BENT TREE LP, a Delaware limited partnership, BEHRINGER HARVARD AUGUSTA LP, a Delaware limited partnership, BEHRINGER HARVARD NORTHPOINT LP, a Delaware limited partnership, and BEHRINGER HARVARD REGENCY LP, a Delaware limited partnership, [and any other Subsidiary Obligor now or hereafter made a party to the Credit Agreement described below] (collectively, “Borrowers”) hereby jointly and severally, promise to pay to the order of , a (“Counterparts; Effectiveness; Several AgreementLender”) under that certain Credit Agreement (defined below) among Borrowers, Bank of America, N.A., a national banking association (together with any and all of its successors and assigns, “Administrative Agent”), Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the ratable benefit of the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers to the Credit Agreement dated as of September 22, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, time made a party to that certain Credit Agreement (the “Credit Agreement”)) dated February , by and among Borrower2008, without offset, in immediately available funds in lawful money of the Lenders party thereto from time to timeUnited States of America, Ares Capital Corporation, as at Administrative Agent, and Ares Capital Management LLC, ’s Office as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, the principal sum of DOLLARS ($ ) (or the unpaid balance of all principal advanced against this Note, if that amount is less), together with interest on the unpaid principal balance of this Note from day to day outstanding as hereinafter provided. Borrower hereby gives you notice This Note is being executed and delivered by Borrowers to amend, restate, [bifurcate,] [consolidate,] and further evidence the indebtedness evidenced by the following note[s]: that certain Promissory Note issued by Borrowers as of , 20 , to the order of , in the stated principal amount of $ (the “$ Note”) [and that certain Promissory Note issued by Borrowers as of , 20 , to the order of , in the stated principal amount of $ ]([together,] the “Original Note[s]”). The indebtedness [a portion of the indebtedness] evidenced by the $ Note is being assigned by to Payee pursuant to Section 2.03 an Assignment and Assumption Agreement dated of even date herewith, executed by and Payee. This Note is being issued in substitution and replacement of the Credit Agreement that it requests Original Note[s] and shall constitute a Borrowing renewal, amendment, [consolidation,][bifurcation,] and restatement of Term Loans under the Credit Agreement, and in that connection sets forth below indebtedness evidenced by the terms on which such Borrowing is requested Original Note[s]. This Note shall not constitute a novation or payment of any part of the indebtedness evidenced by the Original Note[s]. All interest evidenced by the Original Note[s] shall continue to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period due and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9payable until paid.

General Provisions. This Assignment and Assumption shall be binding upon the parties hereto and their respective successors and assigns permitted in accordance with the Credit Agreement and shall inure to the benefit of the parties hereto and their respective successors and assigns. The provisions This Assignment may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) and Section 7.10 (“Waiver an executed counterpart of Jury Trial”) are incorporated herein a signature page of this Assignment by reference, mutatis mutandisfacsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for internal laws of the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, State of New York 10167 Attentionwithout regard to conflict of laws principles thereof. 7 Note to WF: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies Confirm that this method conforms to your systems. Reference is made to that certain Credit and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers to the Credit Guarantee Agreement dated as of September 22December 15, 2022 2010 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to timemodified, the “Credit Agreement”), by and among XXXXXXXXXX.XXX, INC. (the “Borrower”), certain SUBSIDIARIES of the Borrower party thereto, the Lenders LENDERS party thereto from time to timethereto, Ares Capital CorporationXXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, XXXXXXX SACHS BANK USA and Ares Capital Management SUNTRUST BANK, as Co-Syndication Agents, and XXXXX FARGO SECURITIES, LLC, XXXXXXX SACHS BANK USA, SUNTRUST XXXXXXXX XXXXXXXX, INC., FIFTH THIRD BANK, X.X. XXXXXX SECURITIES LLC and UBS SECURITIES LLC, as Lead Arranger and BookrunnerArrangers. Capitalized terms used herein and but not otherwise defined herein shall have the meanings assigned to such terms specified in the Credit Agreement. Pursuant to the provisions of Section 2.19(c) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, (iv) it is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) no payments in connection with any Credit Documents are effectively connected with a United States trade or business conducted by the undersigned. The undersigned has furnished the Administrative Agent and the Borrower with two original copies of Internal Revenue Service Form W-8BEN (certifying as to its non-U.S. person status). 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: , 20[ ] Reference is made to that certain Credit and Guarantee Agreement dated as of December 15, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”), among XXXXXXXXXX.XXX, INC. (the “Borrower”), certain SUBSIDIARIES of the Borrower party thereto, the LENDERS party thereto, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, XXXXXXX SACHS BANK USA and SUNTRUST BANK, as Co-Syndication Agents, and XXXXX FARGO SECURITIES, LLC, XXXXXXX SACHS BANK USA, SUNTRUST XXXXXXXX XXXXXXXX, INC., FIFTH THIRD BANK, X.X. XXXXXX SECURITIES LLC and UBS SECURITIES LLC, as Arrangers. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. Pursuant to the provisions of Section 2.19(c) of the Agreement, the undersigned hereby gives you notice pursuant 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 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 partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, (v) none of its partners/members is a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) no payments in connection with any Credit Document are effectively connected with the a United States trade or business conducted by the undersigned or its partners/members. The undersigned has furnished the Administrative Agent and the Borrower with two original copies of Internal Revenue Service Form W-8IMY accompanied by two original copies of 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 provide, in the case of a partner/member not claiming the portfolio interest exemption, two original copies of 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 available exemption from U.S. federal withholding Tax. 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 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. [Lender] By: Name: Title: [Address] Dated: , 20[ ] Reference is made to that certain Credit and Guarantee Agreement dated as of December 15, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”), among XXXXXXXXXX.XXX, INC. (the “Borrower”), certain SUBSIDIARIES of the Borrower party thereto, the LENDERS party thereto, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, XXXXXXX SACHS BANK USA and SUNTRUST BANK, as Co-Syndication Agents, and XXXXX FARGO SECURITIES, LLC, XXXXXXX SACHS BANK USA, SUNTRUST XXXXXXXX XXXXXXXX, INC., FIFTH THIRD BANK, X.X. XXXXXX SECURITIES LLC and UBS SECURITIES LLC, as Arrangers. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. Pursuant to the provisions of Section 2.03 2.19 (c) and Section 10.06(g) of the 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, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, (iv) it is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) no payments in connection with any Credit Document are effectively connected with a United States trade or business conducted by the undersigned. The undersigned has furnished its participating non-U.S. Lender with two original copies of Internal Revenue Service Form W-8BEN (certifying as to its non-U.S. person status). 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 (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 undersigned, or in either of the two calendar years preceding such payments. [Participant] By: Name: Title: [Address] Dated: , 20[ ] Reference is made to that certain Credit and Guarantee Agreement dated as of December 15, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”), among XXXXXXXXXX.XXX, INC. (the “Borrower”), certain SUBSIDIARIES of the Borrower party thereto, the LENDERS party thereto, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, XXXXXXX SACHS BANK USA and SUNTRUST BANK, as Co-Syndication Agents, and XXXXX FARGO SECURITIES, LLC, XXXXXXX SACHS BANK USA, SUNTRUST XXXXXXXX XXXXXXXX, INC., FIFTH THIRD BANK, X.X. XXXXXX SECURITIES LLC and UBS SECURITIES LLC, as Arrangers. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. Pursuant to the provisions of Section 2.19 (c) and Section 10.06(g) of the 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 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, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, (v) none of its partners/members is a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) no payments in connection with any Credit Documents are effectively connected with a United States trade or business conducted by the undersigned’s or its partners/members. The undersigned has furnished its participating non-U.S. Lender with two original copies of Internal Revenue Service Form W-8IMY accompanied by two original copies of 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 undersigned to provide, in the case of a partner/member not claiming the portfolio interest exemption, two original copies of 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 available exemption from U.S. federal withholding Tax. 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 (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 undersigned, or in either of the two calendar years preceding such payments. [Participant] By: Name: Title: [Address] Dated: , 20[ ] 1. I am the Vice President—Finance of XxxxXxxxxx.xxx, Inc. (the “Borrower”). 2. I have reviewed the terms of Section 3 of the Credit and Guarantee Agreement that dated as of December 15, 2010 (as it requests a Borrowing may be amended, supplemented or otherwise modified, the “Credit Agreement”), among the BORROWER, certain SUBSIDIARIES of Term Loans the Borrower party thereto, the LENDERS party thereto, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, XXXXXXX SACHS BANK USA and SUNTRUST BANK, as Co-Syndication Agents, and XXXXX FARGO SECURITIES, LLC, XXXXXXX SACHS BANK USA, SUNTRUST XXXXXXXX XXXXXXXX, INC., FIFTH THIRD BANK, X.X. XXXXXX SECURITIES LLC and UBS SECURITIES LLC, as Arrangers, and the definitions and provisions contained in such Credit Agreement relating thereto, and in my opinion I have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. 3. Based upon my review and examination described in paragraph 2 above, and in I certify, on behalf of the Borrower, that connection sets forth below as of the terms on which such Borrowing is requested to be madedate hereof: (Ai) Date the representations and warranties of Borrowing the Credit Parties set forth in the Credit Documents (other than the representation and warranty set forth in Section 4.9 of the Credit Agreement) are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which is a Business Day) September [●]case such representations and warranties were true and correct in all material respects on and as of such earlier date; provided that, 2022in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; (Bii) Principal Amount of Borrowing $175,000,000no Company Material Adverse Effect has occurred since December 31, 2009; (Ciii) Type no Default or Event of Borrowing7 [ ]Default has occurred and is continuing; (Div) [Interest Period and there exists no action, suit, investigation, litigation, proceeding, hearing or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, individually or in the last day thereof8] [ ]aggregate, materially impairs the consummation of the Transactions; (Ev) Funds each Credit Party has obtained all material Governmental Authorizations and all material consents of other Persons that, in each case, are requested necessary in connection with the transactions contemplated by the Credit Documents, and each of the foregoing is in full force and effect as of the date hereof; (vi) after giving effect to the Transactions to be disbursed consummated on the date hereof, none of the Borrower or any Subsidiary will have any Indebtedness owed to Xxxxxxxx’s account as follows Xxx Enterprises or any of its Subsidiaries (Account No. [ ]other than to the Borrower or any of its Subsidiaries)9; and (vii) the Borrower has no outstanding capital stock other than common stock.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment may be executed in any number of Section 7.06 counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). PULTIZER JUNIOR INTERCREDITOR AGREEMENT dated as of [Pulitzer Debt Satisfaction Date], (this “Counterparts; Effectiveness; Several Agreement”), Section 7.07 (“Severability”)among XXX ENTERPRISES, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC.INCORPORATED, a Delaware corporation (the “Borrower”), refers to the Credit Agreement dated as PULITZER INC., a Delaware corporation (“Pulitzer”), each of September 22, 2022 Pulitzer’s direct or indirect subsidiaries party hereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to timetogether with Pulitzer, the “Credit AgreementPulitzer Entities”), by WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent under the Xxx Second Lien Loan Agreement (together with its successors and among Borrowerassigns, in such capacity, the Lenders party thereto from time to time“Pulitzer First Priority Agent”) and as collateral agent for the First Lien Secured Parties (together with its successors and assigns, Ares Capital Corporationin such capacity, the “Pulitzer First Priority Collateral Agent”), JPMORGAN CHASE BANK, N.A., as Administrative administrative agent with respect to the Revolving Credit Facility (together with its successors and assigns, in such capacity, the “Revolving Agent”) and as collateral agent with respect to the Revolving Credit Facility (together with its successors and assigns, in such capacity, the “Revolving Collateral Agent”), JPMORGAN CHASE BANK, N.A., as administrative agent with respect to the Pari Passu Facility (together with its successors and assigns in such capacity, the “Pari Passu Agent”) and as collateral agent with respect to the Pari Passu Facility (together with its successors and assigns, in such capacity, the “Pari Passu Collateral Agent”), and Ares Capital Management LLCU.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely in its capacity as Trustee under the Notes Indenture (together with its successors and assigns, in such capacity, the “Notes Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Lead Arranger collateral agent for with respect to the Notes (together with its successors and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have assigns, in such capacity, the meanings assigned to such terms in the Credit Agreement. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ]“Notes Collateral Agent”)9.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 18 Insert only if an Affiliated Lender is an Assignee under this Assignment and Assumption. 19 Insert only if an Affiliated Lender is an Assignee under this Assignment and Assumption. SCHEDULE 2.011 Bank of America, N.A. $ 325,000,000 100.0 % Total $ 325,000,000 Bank of America, N.A. $ 175,000,000 100.0 % Total $ 175,000,000 1 Section 7.06 1.01, definitions of “Lender,” “Term B-1 Loan Commitment” and “Term B-2 Loan Commitment.” Capitalized terms used in these Schedules and not otherwise defined herein have the same meanings as specified in the Amended and Restated Credit Agreement, dated as of October 16, 2012 (the “Counterparts; Effectiveness; Several Credit Agreement”), Section 7.07 (“Severability”)among NEXEO SOLUTIONS, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC.LLC, a Delaware corporation limited liability company (the “Borrower”), refers to NEXEO SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), NEXEO SOLUTIONS SUB HOLDING CORP., a Delaware corporation, BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the Credit Agreement dated “Administrative Agent”) and as of September 22collateral agent (in such capacity, 2022 (as amendedincluding any successor thereto, restatedthe “Collateral Agent”) under the Loan Documents, amended and restated, supplemented or otherwise modified each lender from time to timetime party thereto (collectively, the “Credit AgreementLenders” and individually, a “Lender”), by and among Borrower, the Lenders party thereto from time to time, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9SCHEDULE 7.022

General Provisions. This Assignment and Assumption Acceptance shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Acceptance may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Acceptance by telecopy shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the parties hereto agree to such termslaw of the State of New York. Ares Capital Corporation Wxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders referred to below 000 100 Xxxx Xxxxxx, 00xx Floor New YorkXxxxx Xxx Xxxx, New York 10167 Xxx Xxxx 00000 Attention: Middle Office DL EmailLoan Portfolio Manager – OSG Bulk Ships, Inc. Telephone: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September 200-000-0000 Facsimile No.: 200-000-0000 [●]and Wxxxx Fargo Bank, 20226 National Association, as Swingline Lender 100 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Loan Portfolio Manager – OSG Bulk Ships, Inc. Telephone: 200-000-0000 Facsimile No.: 200-000-0000]1 Re: OSG Bulk Ships, Inc. Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers Reference is made to the ABL Credit Agreement Agreement, dated as of September 22August 5, 2022 2014 (as the same now exists or may hereafter be amended, restated, amended and restated, supplemented modified, supplemented, extended, renewed, restated or otherwise modified from time to time, the “Credit Agreement”), by and among Overseas Shipholding Group, Inc., a Delaware corporation, OSG Bulk Ships, Inc., a New York corporation (the “Administrative Borrower”), certain Restricted Subsidiaries of the Administrative Borrower from time to time party thereto as co-borrowers (the “Co-Borrowers” and, together with the Administrative Borrower, the Lenders party thereto “Borrowers”), the Subsidiary Guarantors from time to timetime party thereto, Ares Capital Corporationthe Lenders from time to time party thereto, Wxxxx Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, Wxxxx Fargo Bank, National Association, as collateral agent and mortgage trustee for the Secured Parties, Wxxxx Fargo Bank, National Association, as Swingline Lender, Wxxxx Fargo Bank, National Association, as an Issuing Bank, and Ares Capital Management LLC, as Lead Arranger and Bookrunnerthe other Agents party thereto. Capitalized terms used herein and not Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings assigned given to such terms them in the Credit Agreement. The Administrative Borrower (on behalf of the Borrowers) hereby gives you notice pursuant to Section 2.03 [2.03][2.16(b)] of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and that in that connection therewith sets forth below the terms on which such Borrowing is requested to be made: (A) Date : 1 Include for requests of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9Swingline Loans.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by facsimile or other electronic transmission shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree to such termsLaw of the State of New York. Ares Capital Corporation PNC Bank, National Association, as Administrative Agent for the Lenders party to the Term Loan Agreement referred to below 000 Xxxx XxxxxxXxxxxxxxx Xxxxxx Xxxxxxxxxx XX, 00xx Floor New York, New York 10167 00000 Mailstop: P7-PFSC-04-I Facsimile No.: 000-000-0000 Email: xxxxx.xxxxx@xxx.xxx Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Xxxxx Xxxxx Ladies and Gentlemen: The undersigned, TEMPUS LABSPinnacle West Capital Corporation, INC., a Delaware an Arizona corporation (the “Borrower”), refers to the Credit Agreement 364-Day Term Loan Agreement, dated as of September 22May 5, 2022 2020 (as amended, restated, amended and restatedsupplemented, supplemented or otherwise modified from time to time, the “Credit Term Loan Agreement”), by and among Borrower, the Lenders party thereto from time to time, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein defined therein and not otherwise defined herein shall have being used herein as therein defined), among the meanings assigned Borrower, the Lenders named therein and from time to such terms in time party thereto, PNC Bank, National Association, as Agent for said Lenders and the Credit Agreement. Borrower other agents party thereto, and hereby gives you notice pursuant to Section 2.03 of notice, irrevocably, that the Credit Agreement that it undersigned requests a [Conversion] [continuation] of a Borrowing of Term Loans (the “Existing Borrowing”) under the Credit Term Loan Agreement, and in that connection sets has set forth below the terms on which information relating to such Borrowing is requested to be made[Conversion] [continuation] (the “Proposed [Conversion] [Continuation]”) as required by the definition of “Interest Period” contained in Section 1.01 of the Term Loan Agreement and/or Section 2.07 of the Term Loan Agreement, as applicable: (Ai) Date The Business Day of Borrowing (which the Proposed [Conversion] [Continuation] is a Business Day) September [●]________ ____, 202220___. (Bii) Principal Amount The Type of Loans comprising the Existing Borrowing $175,000,000is [Base Rate Loans] [Eurodollar Rate Loans having an Interest Period of [one week][ month(s)]. (Ciii) The aggregate amount of the Proposed [Conversion] [Continuation] is $___________. (iv) The Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested Loans to which such Existing Borrowing is proposed to be disbursed to Xxxxxxxx’s account as follows (Account No. [ [Converted] [continued] is [Base Rate Loans] [Eurodollar Rate Loans])9.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Acceptance and adoption of Process”) the terms of this Assignment and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein Assumption by reference, mutatis mutandis, the Assignee and the parties hereto agree to such termsAssignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx XxxxxxTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, 00xx Floor New YorkAND CONSTRUED IN ACCORDANCE WITH, New York 10167 THE LAW OF THE STATE OF NEW YORK. Date: , To: MUFG Bank, Ltd. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, XX, 00000-0000 Attention: Middle Office DL Xxxxxxxx Xxxx Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●]XxxxxxXxxx@xx.xx.xxxx.xx with a copy to MUFG at: MUFG Bank, 20226 Ltd. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, XX, 00000-0000 Attention: Diego (Chi-Cheng) Chen Email: xxxxxx@xx.xxxx.xx Ladies and Gentlemen: The undersignedReference is made to that certain Amended and Restated Term Loan Agreement, TEMPUS LABSdated as of April [17], INC.2019 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time in accordance with its terms, the “Agreement”; the terms defined therein being used herein as therein defined), among NiSource Inc., a Delaware corporation (the “Borrower”), refers to the Credit Agreement dated as of September 22MUFG Bank, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, the Lenders party thereto from time to time, Ares Capital CorporationLtd., as the Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunnerthe other parties thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit AgreementLoans, and in that connection sets forth below the terms on which such Borrowing is requested to be madeas follows: 1. In the aggregate amount of $ . 2. On , 20 (A) Date of Borrowing (which is a Business Day) September ). 3. Comprised of [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) an ABR] [Interest Period and the last day thereof8a Eurodollar] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9Borrowing.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by telecopy shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree law of the State of ____________________ [confirm that choice of law provision parallels the Credit Agreement]. Attached. FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred time made or granted to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABSPULTEGROUP, INC., a Delaware Michigan corporation (the “Borrower”), refers to by BANK OF AMERICA, N.A., in its capacity as Administrative Agent under the Term Loan Agreement referenced herein (in such capacity and together with its successors and assigns as permitted under the Credit Agreement, “Administrative Agent”) and Lenders, as such term is defined in that certain Term Loan Agreement dated as of September 2230, 2022 2015 among Borrower, Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, X.X. XXXXXX SECURITIES LLC, SUNTRUST XXXXXXXX XXXXXXXX, INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Bookrunners (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, the Lenders party thereto from time to time, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized ;” capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms set forth in the Credit Agreement. ), the undersigned Subsidiaries of Borrower (each a “Guarantor” and collectively, “Guarantors”) hereby gives you notice pursuant to Section 2.03 jointly and severally furnish their guaranty of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be madeGuaranteed Obligations (as hereinafter defined) as follows: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9

General Provisions. This Assignment and Assumption Acceptance shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Acceptance may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”)which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be construed in accordance with and governed by the laws of the State of New York. Table of Contents [DATE] CREDIT SUISSE AG, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by referenceCAYMAN ISLANDS BRANCH, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx XxxxxxEleven Xxxxxxx Xxxxxx Xxx Xxxx, 00xx Floor New York, New York 10167 AttentionXX 00000 Attn: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Agency Group Ladies and Gentlemen: The undersignedundersigned Responsible Officer of Claire’s Stores, TEMPUS LABS, INC.Inc., a Delaware Florida corporation (the “Borrower”), refers pursuant to the Section [4(b)(B)(v) of Amendment No. 3 in connection with that]1 [5.04(l) of that]2 certain ABL Credit Agreement Agreement, dated as of August 12, 2016 and effective as of September 2220, 2022 2016 (as amended, restated, amended and restated, supplemented or supplemented, and/or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, Claire’s Inc., a Delaware corporation, the Lenders party thereto from time to timetime party thereto, Ares Capital Corporationand Credit Suisse AG, Cayman Islands Branch, as administrative agent for the Lenders (the “Administrative Agent”), hereby certifies, solely in such capacity, to the Administrative Agent that (1) the information attached hereto as Exhibit A is true and Ares Capital Management LLC, correct as Lead Arranger of the effective date of the calculation set forth thereon and Bookrunner(2) no Default or Event of Default has occurred and is continuing on such date. Capitalized All initially capitalized terms used herein and not otherwise defined herein shall in this Borrowing Base Certificate have the meanings assigned to such terms set forth in the Credit AgreementAgreement unless specifically defined herein. Borrower hereby gives you notice pursuant to Section 2.03 of 1 To be included for the Credit Agreement that it requests a Borrowing of Term Loans under Base Certificate delivered on the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9Closing Date.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Acceptance and adoption of Process”) the terms of this Assignment and Section 7.10 (“Waiver Assumption by the Assignee and the Assignor by Electronic Signature or delivery of Jury Trial”) are incorporated herein an executed counterpart of a signature page of this Assignment and Assumption by reference, mutatis mutandisany Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree to such termslaw of the State of New York. Ares Capital Corporation JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders to the Credit Agreement referred to below 000 Xxxx Xxxxxxbelow, 00xx Floor New Yorkand the Lenders 00 Xxxxx Xxxxxxxx Xxxxxxx, New York 10167 Xxxxxxxx 00000 Attention: Middle Office DL Xxxxxx Xxxxxxx Telecopy No. 000-000-0000 Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 xxx.xxxxxx.xxxxxxxxx.0@xxxxxxxx.xxx Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers We refer to the Credit Agreement dated as of September 22, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) dated as of March 3, 2016 among Welbilt, Inc. (the “Borrower”), by and among Borrower, the Lenders party thereto from time to timeand JPMorgan Chase Bank, Ares Capital CorporationN.A., as Administrative Agent. Unless otherwise defined herein, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized capitalized terms used herein and not otherwise defined herein shall in this Designation Letter have the meanings assigned to such terms ascribed thereto in the Credit Agreement. The Borrower hereby gives you notice pursuant to designates [_____________] (the “Designated Subsidiary”), a Wholly-Owned Foreign Subsidiary of the Borrower and a [corporation duly incorporated] under the laws of [_______]], as a “Subsidiary Borrower” in accordance with Section 2.03 2.20 of the Credit Agreement that until such designation is terminated in accordance with Section 2.20 of the Credit Agreement and sets forth on Schedule 1 hereto the contact information about such Designated Subsidiary specified on such schedule. The Designated Subsidiary hereby accepts the above designation and hereby expressly and unconditionally accepts the obligations of a Subsidiary Borrower under the Credit Agreement and agrees and confirms that, upon your execution and return to the Borrower of the enclosed copy of this letter, the Designated Subsidiary shall be a Subsidiary Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as a Subsidiary Borrower. The Designated Subsidiary hereby authorizes and empowers the Borrower to act as its representative and attorney-in-fact for the purposes of signing documents and giving and receiving notices (including borrowing requests a Borrowing of Term Loans and interest elections under the Credit Agreement) and other communications in connection with the Credit Agreement and the transactions contemplated thereby and for the purposes of modifying or amending any provision of the Credit Agreement and further agrees that the Administrative Agent and each Lender may conclusively rely on the foregoing authorization. The Borrower hereby represents and warrants to the Administrative Agent and each Lender that, before and after giving effect to this Designation Letter, (i) the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of the date hereof (other than representations and warranties that relate solely to an earlier date), and (ii) no Default has occurred and is continuing. The Designated Subsidiary represents and warrants that, in that connection sets so far as they relate to such Designated Subsidiary, each of the representations and warranties set forth below in Article III of the Credit Agreement is true and correct in all material respects on the date hereof as if made on and as of the date hereof. This Designation Letter shall be governed by, and construed in accordance with, the internal laws (without regard to the conflict of laws provisions) of the State of New York. Without limiting any other provisions hereof, the Designated Subsidiary hereby submits to jurisdiction and makes the waivers and otherwise in all aspects agrees to the terms of Section 9.09 of the Credit Agreement as if fully set forth herein. The Designated Subsidiary hereby irrevocably and unconditionally designates and appoints the Borrower, as its authorized agent, to accept and acknowledge on its behalf, service of any and all process which may be served in any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in Section 9.09(c) of the Credit Agreement. The Borrower hereby irrevocably and unconditionally accepts such Borrowing is requested to be made: appointment. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS DESIGNATION LETTER, THE CREDIT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) Date of Borrowing (which is a Business Day) September [●]CERTIFIES THAT NO REPRESENTATIVE, 2022 AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) Principal Amount ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS DESIGNATION LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. Very truly yours, WELBILT, INC. By: Name: Title: [NAME OF DESIGNATED SUBSIDIARY] By: Name: Title: Schedule 1 1. Registered address: 2. Contact Person: Telephone number Facsimile number Email address of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account Nocontact person 3. [ ])9Internet address, if any 4. Federal employer identification number, if any

General Provisions. This Assignment Endorsement terminates upon termination of the Contract to which it is attached. We may elect to terminate this Endorsement at any time by sending you a written notice stating the effective date of termination to your last known address. Such notice will be sent at least 60 days in advance of the effective date of this Endorsement termination. On and Assumption shall after the effective date of the termination, you will not be binding upon and inure allowed to transfer amounts to this account. We reserve the right to move values from this account to the benefit fixed account as of the parties hereto effective date of termination. Vice President This Endorsement is attached to and their respective successors and assignsbecomes part of the Contract. This Endorsement adds a 1-Year Point-to-Point Participation Index Account to your Contract. This Endorsement is subject to all of the provisions of the Contract, except as otherwise stated herein. If any provisions of the Contract conflict with the Endorsement, the provisions of the Endorsement will apply. SPECIMEN Initial Index Number: <<VARIABLE ITEM>> The Participation Rate is guaranteed for one Contract Year. The provisions of Section 7.06 “S&P Multi-Asset Risk Control 5% Excess Return Index” and “S&P 500®” Indices (“Counterparts; Effectiveness; Several AgreementIndices”), Section 7.07 ) are products of S&P Dow Xxxxx Indices LLC or its affiliates (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of ProcessSPDJI”) and Section 7.10 have been licensed for use by EquiTrust (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “BorrowerCompany”), refers to the Credit Agreement dated as . Standard & Poor’s® and S&P® are registered trademarks of September 22, 2022 Standard & Poor’s Financial Services LLC (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit AgreementS&P”); Dow Xxxxx® is a registered trademark of Dow Xxxxx Trademark Holdings LLC (“Dow Xxxxx”); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by the Company. The products are not sponsored, endorsed, sold or promoted by SPDJI, Xxx Xxxxx, S&P, or their respective affiliates and among Borrowernone of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, the Lenders party thereto from time to timeomissions, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Borrower hereby gives you notice pursuant to Section 2.03 or interruptions of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9Indices.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”)which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by referenceAND CONSTRUED IN ACCORDANCE WITH, mutatis mutandisTHE LAW OF THE STATE OF NEW YORK. Date: , and the parties hereto agree to such terms. Ares Capital Corporation To: Barclays Bank PLC, as Administrative Agent for the Lenders referred to below Loan Operations 000 Xxxxxxxxx Xxxx XxxxxxXxxxxxxx, 00xx Floor New York, New York 10167 AttentionXxx Xxxxxx 00000 Attn: Middle Office DL Xxxxx Xxxxx – Agency Services Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 00000000000@xxx.xxxxxxx.xxx and Xxxxx.xxxxx@xxxxxxxx.xxx Ladies and Gentlemen: The undersignedReference is made to that certain Fifth Amended and Restated Revolving Credit Agreement dated as of February 20, TEMPUS LABS2019 (as may be amended, INC.restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time in accordance with its terms, the “Agreement”; the terms defined therein being used herein as therein defined), between NiSource Inc., a Delaware corporation (the “Borrower”), refers the Lenders party thereto, Barclays Bank PLC, as the Administrative Agent, and the other parties thereto. The Borrower hereby requests a Revolving Borrowing, as follows: 1. In the aggregate amount of $ . 2. On , 20 (a Business Day). 3. Comprised of [an ABR] [a Eurodollar] Borrowing. [4. With an Interest Period of months.]4 [4][5]. The Borrower’s account to which funds are to be disbursed is: Account Number: Location: This Borrowing Request and the Revolving Borrowing requested herein comply with the Agreement, including Sections 2.01(a), 2.02, and 3.02 of the Agreement. 4 Insert if a Eurodollar Borrowing. NISOURCE INC. By: Name: Title: Date: , To: [ ], as LC Bank [ ] cc: Barclays Bank PLC, as Administrative Agent 0000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Letters of Credit / Xxxx Xxxxxxxx Telecopier: (000) 000-0000 Telephone: (000) 000-0000 Email: xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx Email: xxxx.xxxxxxxx@xxxxxxxx.xxx Ladies and Gentlemen: Reference is made to that certain Fifth Amended and Restated Revolving Credit Agreement dated as of September 22February 20, 2022 2019 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to timetime in accordance with its terms, the “Credit Agreement”; the terms defined therein being used herein as therein defined), between NiSource Inc., a Delaware corporation (the “Borrower”), the Lenders party thereto, Barclays Bank PLC, as the Administrative Agent, and the other parties thereto. The Borrower hereby requests a Letter of Credit extension by the LC Bank listed above, as follows: 1. [An issuance of a new Letter of Credit in the amount of $[ ]] [an amendment to existing Letter of Credit No. [ ] issued by such LC Bank]. 2. On , 20 (a Business Day). This request for Letter of Credit extension complies with the Agreement, including Sections 2.04, and among 3.02 of the Agreement. NISOURCE INC. By: Name: Title: FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Fifth Amended and Restated Revolving Credit Agreement dated as of February 20, 2019 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time in accordance with its terms, the “Agreement”; the terms defined therein being used herein as therein defined), between the Borrower, the Lenders party thereto from time to timethereto, Ares Capital CorporationBarclays Bank PLC, as the Administrative Agent, and Ares Capital Management LLCthe other parties thereto. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under the Agreement from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office pursuant to the terms of the Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Revolving Note is one of the promissory notes referred to in Section 2.10(e) of the Agreement, is one of the Credit Documents, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. NISOURCE INC. By: Name: Title: Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Date: , To: Barclays Bank PLC, as Lead Arranger Administrative Agent 000 Xxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxxxx 00000 Attn: Xxxxx Xxxxx Telecopier: (000) 000-0000 Telephone: (000) 000-0000 Email: xxxxx.xxxxx@xxxxxxxx.xxx Email: 00000000000@xxx.xxxxxxx.xxx Ladies and Bookrunner. Capitalized Gentlemen: Reference is made to that certain Fifth Amended and Restated Revolving Credit Agreement, dated as of February 20, 2019 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time in accordance with its terms, the “Agreement”; the terms defined therein being used herein as therein defined), between NiSource Inc., a Delaware corporation (the “Borrower”), the Lenders party thereto, Barclays Bank PLC, as the Administrative Agent, and not otherwise defined herein shall have the meanings assigned other parties thereto. This Interest Election Request is delivered to such terms in the Credit Agreement. Borrower hereby gives you notice pursuant to Section 2.03 2.06 of the Credit Agreement that it requests and relates to the following: 1. ☐ A conversion of a Borrowing ☐ A continuation of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of a Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ]select one)9.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. To each of the Lenders and LC Issuing Banks party to the Credit Agreement referred to below and to Xxxxx Fargo Bank, National Association, as Administrative Agent and Swingline Lender thereunder To each of the Lenders and LC Issuing Banks party to the Credit Agreement referred to below and to Xxxxx Fargo Bank, National Association, as Administrative Agent and Swingline Lender thereunder Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 7.06 3.01(a)(v) of the Amended and Restated Credit Agreement, dated as of June 27, 2014 (the “Counterparts; Effectiveness; Several Credit Agreement”), Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York, New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation among Sierra Pacific Power Company (the “Borrower”), refers the Lenders and LC Issuing Banks party thereto and Xxxxx Fargo Bank, National Association, as Administrative Agent and Swingline Lender. Terms defined in the Credit Agreement are used herein as therein defined. I am an Associate General Counsel for NV Energy, Inc., direct parent of the Borrower, and have acted as counsel to the Borrower in connection with the preparation, execution and delivery of the Credit Agreement and the other Loan Documents (as defined below). I am generally familiar with the Borrower’s corporate history, properties, operations and charter (including amendments, restatements and supplements thereto). In connection with this opinion, I, or attorneys over whom I exercise supervision, have examined: (1) The Credit Agreement and the promissory notes issued by the Borrower on the date hereof in favor of (i) PNC Bank, National Association and (ii) US Bank National Association (collectively, the “Loan Documents”). (2) The documents furnished by the Borrower pursuant to Article III of the Credit Agreement. (3) The articles of incorporation of the Borrower. (4) The bylaws of the Borrower and all amendments thereto. (5) A certificate of the Secretary of State of Nevada, dated June 19, 2014, attesting to the continued existence and good standing of the Borrower in that State. To each of the Lenders and LC Issuing Banks party to the Credit Agreement dated as of September 22referred to below and to Xxxxx Fargo Bank, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, the Lenders party thereto from time to time, Ares Capital CorporationNational Association, as Administrative AgentAgent and Swingline Lender thereunder In addition, I, or attorneys over whom I exercise supervision, have examined the originals, or copies certified to my satisfaction, of such other corporate records of the Borrower, certificates of public officials and of officers of the Borrower, and Ares Capital Management LLCagreements, instruments and other documents, as Lead Arranger I have deemed necessary as a basis for the opinions expressed below. In my examination, I, or attorneys over whom I exercise supervision, have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and Bookrunnerthe conformity with the originals of all documents submitted to us as copies. Capitalized terms used herein In making our examination of documents and instruments executed or to be executed by persons other than the Borrower, I, or attorneys over whom I exercise supervision, have assumed that each such other person had the requisite power and authority to enter into and perform fully its obligations thereunder, the due authorization by each such other person for the execution, delivery and performance thereof and the due execution and delivery thereof by or on behalf of such person of each such document and instrument. In the case of any such person that is not otherwise defined herein shall a natural person, I, or attorneys over whom I exercise supervision, have also assumed, insofar as it is relevant to the meanings assigned opinions set forth below, that each such other person is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was created and is duly qualified and in good standing in each other jurisdiction where the failure to be so qualified could reasonably be expected to have a material effect upon its ability to execute, deliver and/or perform its obligations under any such terms document or instrument. I, or attorneys over whom I exercise supervision, have further assumed that each document, instrument, agreement, record and certificate reviewed by us for purposes of rendering the opinions expressed below has not been amended by any oral agreement, conduct or course of dealing between the parties thereto. As to questions of fact material to the opinions expressed herein, I have relied upon certificates and representations of officers of the Borrower (including but not limited to those contained in the Credit Agreement. Borrower hereby gives you notice pursuant to Section 2.03 Agreement and certificates delivered upon the execution and delivery of the Credit Agreement) and of appropriate public officials, without independent verification of such matters except as otherwise described herein. Whenever my opinions herein with respect to the existence or absence of facts are stated to be to my knowledge or awareness, it is intended to signify that no information has come to my attention or the attention of other counsel working under my direction in connection with the preparation of this opinion letter that would give me or them actual knowledge of the existence or absence of such facts. However, except to the extent expressly set forth herein, neither I nor they have undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to my or their knowledge of the existence or absence of such facts should be assumed. I am admitted to the practice of law in the State of Nevada and do not purport to be expert on the laws of any jurisdiction other than the laws of the State of Nevada and the Federal laws of the United States. My opinions expressed below are limited to the laws of the State of Nevada that are applicable to Borrower as a regulated public utility in such state, and the Federal law of the United States. To each of the Lenders and LC Issuing Banks party to the Credit Agreement that referred to below and to Xxxxx Fargo Bank, National Association, as Administrative Agent and Swingline Lender thereunder Based upon the foregoing and upon such investigation as I have deemed necessary, and subject to the limitations, qualifications and assumptions set forth herein, I am of the following opinion: 1. The Borrower (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada; (b) has the corporate power and authority to conduct the business in which it requests is currently engaged and in which it proposes to be engaged after the date hereof; and (c) is duly qualified as a Borrowing foreign corporation and is in good standing under the laws of Term Loans each jurisdiction where it conducts material business operations, except any such jurisdiction where the failure to so qualify could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 2. The Borrower has the corporate power and authority, and the legal right, to execute and deliver each Loan Document and to perform its obligations under each Loan Document. The Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of each Loan Document and the incurrence of Borrowings on the terms and conditions of the Credit Agreement, and in that connection sets forth below each Loan Document has been duly executed and delivered by the terms Borrower. 3. The execution, delivery and performance of each Loan Document will not violate Applicable Law, the Borrower’s articles of incorporation or bylaws, or any material contractual restriction binding on which such Borrowing is requested to be made: (A) Date or affecting the Borrower or any of Borrowing (which is a Business Day) September [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9its properties.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service which together shall constitute one instrument. Delivery of Process”) an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by facsimile shall be effective as delivery of Jury Trial”) are incorporated herein by reference, mutatis mutandisa manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the parties hereto agree to such termslaw of the State of New York. Ares Capital Corporation [Xxxxx Fargo Bank, National Association, as Term Loan A-1/Revolver Administrative Agent for the Lenders referred to below 000 Xxxx Xxxxxx1525 W. W.T. Xxxxxx Blvd. Charlotte, 00xx Floor New York, New York 10167 North Carolina 28262 Attention: Middle Office DL EmailSyndication Agency Services] [JPMorgan Chase Bank, N.A., as Term Loan A-2 Administrative Agent 000 Xxxxxxx Xxxxxxxxxx Xx. Newark, DE 19713-2107 Attention: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Xxxxxx Xxxxx] Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC.SYMANTEC CORPORATION, a Delaware corporation (the “Borrower”), refers to the Amended and Restated Credit Agreement Agreement, dated as of September 22August 1, 2022 2016 (as otherwise amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the certain Lenders party thereto from time to timetime parties thereto, Ares Capital Corporation[JPMorgan Chase Bank, N.A., as Term Loan A-2 Administrative Agent,] [Xxxxx Fargo Bank, National Association, as Term Loan A-1/Revolver Administrative Agent and Swingline Lender,] and you, as [Term Loan A-1/Revolver Administrative Agent and Swingline Lender] [Term Loan A-2 Administrative Agent] (the terms defined therein being used herein as therein defined), and, pursuant to Section 2.3 of the Credit Agreement, hereby gives you, as [Term Loan A-1/Revolver] [Term Loan A-2] Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have irrevocable notice that the meanings assigned to such terms in the Credit Agreement. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term [ABR][Eurodollar] Loans under the Credit Agreement, and in to that connection end sets forth below the terms on which information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.3 of the Credit Agreement: (i) The aggregate principal amount of the Proposed Borrowing is $_______________. (ii) The Proposed Borrowing is requested to be made:made on __________________ (the “Borrowing Date”). (Aiii) Date of The Loans comprising the Proposed Borrowing (which is a Business Day) September shall be initially made as [●], 2022 (B) Principal Amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period and the last day thereof8ABR][Eurodollar] [ ] (E) Funds are requested to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9Loans.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”)counterparts, Section 7.07 (“Severability”)which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Section 7.10 (“Waiver of Jury Trial”) are incorporated herein by referenceAND CONSTRUED IN ACCORDANCE WITH, mutatis mutandisTHE LAW OF THE STATE OF NEW YORK. JPMorgan Chase Bank, and N.A., as the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders party to the Credit Agreement referred to below 000 Xxxx Xxxxxx00 Xxxxx Xxxxxxxx, 00xx Floor New York0xx Xxxxx, New York 10167 Xxxxxxx, Xxxxxxxx 00000-0000 Attention: Middle Office DL JPMorgan Loan Services (Telecopy No.: (000) 000-0000; Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 xxx.xxxxxx.xxxxxxxxx.xxx@xxxxxxxx.xxx) Ladies and Gentlemen: The undersigned, TEMPUS LABSPinterest, INC., a Delaware corporation Inc. (the “Borrower”), refers to the Revolving Credit Agreement and Guaranty Agreement, dated as of September 22November 15, 2022 2018 (as it may be amended, restated, amended and restated, modified, extended and/or supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, ; the Lenders party thereto from time to time, Ares Capital Corporation, as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein defined therein and not otherwise defined herein shall have being used herein as therein defined), among the meanings assigned Borrower, the Lenders from time to such terms in time party thereto (each, a “Lender” and collectively, the “Lenders”) and the Issuing Banks from time to time party thereto, and you, as the Administrative Agent for the Lenders, Collateral Agent, Issuing Bank and Swing Line Lender, and hereby gives you notice, irrevocably, pursuant to Section 2.5 of the Credit Agreement. Borrower , that the undersigned hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the terms on which information relating to such Borrowing is requested to be made(the “Proposed Borrowing”) as required by Section 2.5 of the Credit Agreement: (Ai) Date The Business Day of the Proposed Borrowing is 20 .1 (which ii) The Proposed Borrowing is [to consist of Revolving Loan][a Swing Line Loan]. (iii) The aggregate principal amount of the Proposed Borrowing is [ ]2. (iv) The Proposed Borrowing is to consist of [ABR Loans] [Eurodollar Loans]. (v) The initial Interest Period for the Proposed Borrowing is [one week][one/two/three/six/twelve months].]3 1 Shall be a Business DayDay (a) September [●]at least one Business Day in the case of ABR Loans and at least three Business Days in the case of Eurodollar Loans, 2022 in each case, after the date hereof and (Bb) Principal Amount the date of the proposed Borrowing $175,000,000 in the case of Swing Line Loans, provided that any such notice shall be deemed to have been given on a certain day only if given not later than 1:00 p.m. (CNew York City time) Type in the case of Borrowing7 [ ] ABR Loans and not later than 12:00 p.m. (DNew York City time) [Interest Period in the case of Eurodollar Loans and the last day thereof8] [ ] (E) Funds are requested Swing Line Loans, on such day. 2 Such amount to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9stated dollars.

General Provisions. This Assignment and Assumption shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns. The provisions This Assignment and Assumption may be executed in any number of Section 7.06 counterparts (“Counterparts; Effectiveness; Several Agreement”and by different parties hereto on different counterparts), Section 7.07 (“Severability”)each of which shall constitute an original, Section 7.09 (“Governing Law; Jurisdiction; Consent to Service but all of Process”) which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Assignment and Section 7.10 (“Waiver Assumption by facsimile or other electronic imaging shall be effective as delivery of Jury Trial”) are incorporated herein a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by referenceand construed in accordance with the laws of the State of New York. [Insert Date] JPMorgan Chase Bank, mutatis mutandisN.A., and the parties hereto agree to such terms. Ares Capital Corporation as Administrative Agent for the Lenders referred to below 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx Xxxxxx, 00xx Floor New York, New York 10167 00000 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 ] Fax: [●] Ladies and Gentlemen: The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers Reference is made to the Credit Agreement dated as of September 22November 26, 2022 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Allegion Public Limited Company, an Irish public limited company, Allegion US Holding Company Inc., a Delaware corporation (the “Borrower”), the Lenders and Issuing Banks party thereto from time to timeand JPMorgan Chase Bank, Ares Capital CorporationN.A., as Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and but not otherwise defined herein shall have the meanings assigned to such terms them in the Credit Agreement. Borrower In accordance with Section 2.22 of the Credit Agreement, the undersigned hereby gives you notice pursuant requests [(a)] an extension of the [insert applicable Class] Maturity Date from [●] to Section 2.03 [●][, (b) the Applicable Rate to be applied in determining the interest payable on [insert applicable Class] Loans of[, and fees payable under the Credit Agreement to,] Consenting Lenders in respect of that portion of their [[insert applicable Class] Loans] extended to the new Maturity Date to be [●]%, which changes shall be effective as of [●] and (c) the amendments to the terms of the Credit Agreement set forth below, which amendments will become effective on [●]:] [Insert amendments to Credit Agreement, if any] Very truly yours, ALLEGION US HOLDING COMPANY INC. By:___________________________ Name: Title: Reference is hereby made to the Credit Agreement dated as of November 26, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Allegion Public Limited Company, an Irish public limited company, Allegion US Holding Company Inc., a Delaware corporation (the “Borrower”), the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it requests is the sole record and beneficial owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a Borrowing “bank” within the meaning of Term Section 881(c)(3)(A) of the Code, (iii) it is not a “10-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 and the Borrower with a certificate of its non-U.S. Person status on IRS 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, 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[ ] Reference is hereby made to the Credit Agreement dated as of November 26, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Allegion Public Limited Company, an Irish public limited company, Allegion US Holding Company Inc., a Delaware corporation (the “Borrower”), the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. 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 to such participation, 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 “10-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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN 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[ ] Reference is hereby made to the Credit Agreement dated as of November 26, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Allegion Public Limited Company, an Irish public limited company, Allegion US Holding Company Inc., a Delaware corporation (the “Borrower”), the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-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 its participating Lender with a certificate of its non-U.S. Person status on IRS 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 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[ ] Reference is hereby made to the Credit Agreement dated as of November 26, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Allegion Public Limited Company, an Irish public limited company, Allegion US Holding Company Inc., a Delaware corporation (the “Borrower”), the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. 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 promissory 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 promissory 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 “10-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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN 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[ ] Pursuant to Section 4.01(k) of the Credit Agreement dated as of November 26, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Allegion Public Limited Company, an Irish public limited company (“Holdings”), Allegion US Holding Company Inc., a Delaware corporation, the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, the undersigned hereby certifies, solely in such undersigned’s capacity as [chief financial officer] [chief accounting officer] [specify other officer with equivalent duties] of Holdings, and not individually, as follows: I am generally familiar with the businesses and assets of Holdings and its Restricted Subsidiaries, taken as a whole, and am duly authorized to execute this Solvency Certificate on behalf of Holdings pursuant to the Credit Agreement. As of the date hereof, after giving effect to the consummation of the Transactions, including the making of the Loans under the Credit AgreementAgreement and the issuance of the Senior Unsecured Notes, and in that connection sets forth below after giving effect to the terms on which application of the proceeds of such Borrowing is requested to be madeindebtedness: (A) Date a. The fair value of Borrowing (the assets of Holdings and its Restricted Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; b. The present fair saleable value of the property of Holdings and its Restricted Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; c. Holdings and its Restricted Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured; and d. Holdings and its Restricted Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which is a Business Day) September [●]they have unreasonably small capital. For purposes of this Solvency Certificate, 2022 (B) Principal Amount the amount of Borrowing $175,000,000 (C) Type of Borrowing7 [ ] (D) [Interest Period any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability. Capitalized terms used but not otherwise defined herein shall have the last day thereof8] [ ] (E) Funds are requested meanings assigned to be disbursed to Xxxxxxxx’s account as follows (Account No. [ ])9them in the Credit Agreement.